The Awesome Spider-Dash, Origins
by Flufux
Summary: Rainbow Dash was once just an ordinary teenage girl going to Canterlot High, but then, one day, she got bitten by a mutated spider and woke up with superpowers beyond her wildest dreams. But what will she do with them? Will she use them for her own personal gain...or could someone like her actually learn what it truly means to be a hero? (Flutterdash pairing)
1. Your Friendly Neighbourhood Rainbow Dash

(Beware, this is the new and improved version of the first part of the first chapter. The old version of chapter one is still there if you want to read it, but only this version is considered canon to the rest of the story)

* * *

 **The Awesome Spider-Dash**  
 **ORIGINS**  
 **By Flufux the Velociraptor**

* * *

 **Prologue, Part 1**  
 **Your Friendly Neighbourhood Rainbow Dash**

Canterlot City.

A vibrant metropolis recognised for its tall buildings, busy streets, and its many, many people. Over nine million of them to be precise...and that was _without_ counting all the tourists that came from all over the world to see the city with their own eyes.

There was no place quite like it, and the town had earned its fame for all sorts of reasons. One of those reasons was the fact that the city was once home to the world's first real superhero: A masked woman with amazing powers, and went by the name of...Captain Marvel!

What? Were you expecting someone else? Maybe someone with a bit more...'spidery' name perhaps? Well, hold your horses, I'm coming to that.

Anyway, Captain Marvel was a woman so wrapped up in mystery that she had practically become a legend. No one knew who she really was, where she came from, or how she got her super-human powers. All they knew was that when the city was in danger, she was always there to save it.

She made her first appearance around the same time an alarming amount of dangerous meta-humans and other supervillains started to show up and wreak havoc all over the city. While it was never confirmed if her arrival had anything to do with them, she was the one who was ultimately responsible for saving Canterlot from their rampage.

Despite that fact that barely anything about Captain Marvel was known to the public, the citizens of Canterlot both trusted and adored her.

When the going got tough, they always counted on her to protect them. When a new villain appeared, they knew that she would be able to defeat them, and when the people needed someone to believe in, she was there to serve as their role model.

That was all until one day...20 years ago.

There was an incident that day...one that Captain Marvel was solely responsible for. An incident that not only costed the beloved superhero nearly all of the respect she had once had...but also the lives of 57 innocent people.

While the details of what exactly happened that day was never fully explained, it was not a day anyone in Canterlot was ever going to forget. It was the day when the faith people, not only in the city, but also the entire world, once put in masked heroes...was shattered.

In the wake of the tragedy, Captain Marvel disappeared off the face of the earth just as mysteriously as she had appeared, leaving many questions unanswered.

Still, despite the loss of its hero, Canterlot City had managed to survive for at least twenty more years. Though, the spark that once made the city so great was sadly lost after the incident.

If that spark was ever going to be reignited, the city would need a new hero to prove their worth and show the world that there is still hope for heroism left. Yet, for the last twenty years, no such hero had ever appeared.

However...maybe it was time for that to change...

* * *

At the very edge of the city of Canterlot, there was an often overlooked suburban district that most people liked to call 'Ponyville' for its close proximity to the numerous animal ranches and expansive farmlands to the south.

It was a fairly nice place to live in if you couldn't stand the hectic and stressful environment of Central Canterlot. And it was here...in a perfectly ordinary suburban house...where our heroine began her heroic journey.

Who was this heroine in question, you ask?

Well, she was a lazy 16-year old girl who was snoring loudly under the covers of her bed while drooling a little on her pillow, and her name was Rainbow Dash.

What? No one said she had to be perfect.

Also, after having spent nearly all of Friday afternoon trying to get a giant pile of homework and overdue school assignments done, Rainbow was hoping to enjoy every second of proper sleep and relaxation this Saturday morning could give her.

"...wow, Shy, I never knew you were so...aggressive..." She mumbled in her sleep, making it clear that she was really enjoying the dream she was having...and had no intentions of ever waking from it.

However...the universe had other plans.

Suddenly, a horribly loud noise blared into her ears, instantly making the pleasant dream she had fade away into oblivion.

It took Rainbow a few moments to realise that the sound was coming from the ringing alarm clock sitting on the table next to her bed.

When it became apparent that the clock was not gonna stop making that noise any time soon, an arm reached out from under the covers and lazily tried to find the button to turn off the infuriating alarm. However, when she finally found it, she accidentally dragged the irritatingly loud object down to the floor instead, far beyond her reach...and that did not make it stop ringing either.

Eventually deciding that she had heard enough of that infernal sound, Rainbow Dash threw the covers off of her, picked up the clock and finally turned the noisy machine off. The second after it stopped ringing however, she fell back on the bed and let out a loud groan.

In her sleepy state, only one thought was present in Dash's tired brain.

 _'I hate that stupid alarm clock...so much.'_

Wearing nothing more than a white tank top and a pair of panties, Rainbow was already missing the warmth that came from her covers. Though...actually she missed that very pleasant dream a bit more.

She was a hormonal teenager, it's not like she could help it.

Rainbow Dash had the body of a young athlete, with toned muscles and a sleek frame. She was a bit on the short side though, but that wasn't anything too unusual for a girl her age. However, her messy shoulder-length hair that seemed to have been painted in every colour of the rainbow was a bit more unusual. Strangely enough, it hadn't been dyed to look like that. It was just her natural hair colour.

Make three guesses where she got the name 'Rainbow' from.

Unlike many other girls her age, especially her friend Rarity, Dash cared little for cosmetics and pampering, preferring practicality and her idea of 'awesomeness' over looking pretty. That wasn't to say she didn't think she was sexy, it was just that she didn't feel the need for accessories or wearing ridiculous outfits to make herself look good. In her opinion, she was more than attractive enough to get any girl worth dating without any of those things. Though that might be just her pride talking.

Oh yeah, she was also gay. Always have been, always will be.

The irony that she had rainbow hair and just so happened to be a lesbian tomboy wasn't lost to her. Although, she supposed it was a bit easier to come out of the closet when everyone were already expecting her to do so.

With the morning pretty much ruined for her, she gave up on any attempt to go back to sleep and slowly opened her magenta-coloured eyes, taking in the unruly mess that was her bedroom.

Clothes and various other objects were scattered all over the floor, and just about every wall in the room were covered in posters of some kind or another. Most of those posters were of fighter jets or famous pilots throughout history, but a few were also about the fictional heroine Daring Do and her many adventures.

One poster stuck out from the rest with the simple image of a tortoise on it with the words 'When the going gets tough, the tough don't notice because they have hard shells'. It was actually one she had kept since she was a child, and it had inspired her even to this day.

In addition to posters, she also had shelves filled with model airplanes and trophies for all sorts of sporting events that all had her name on them. Also, she had reserved one shelf in particular for her huge collection of Daring Do books, making it very clear what her favourite book series was. In fact, the Daring Do series were about the _only_ books she usually enjoyed reading. Nearly every other thing she had tried to read had made her bored out of her mind to the point where she once came to the conclusion that reading was only for, quote on quote, 'eggheads'...and _not_ for someone like Rainbow Dash.

Daring Do had definitively proven her wrong about that.

After releasing a big yawn, she slowly and reluctantly pulled herself out of her bed, placing her feet on the decidedly far less comfortable cold floor littered with dirty clothes and various other objects.

 _'Yeah, I probably should clean this up, but...not today. Got stuff to do today...important stuff...stuff I can't be late for... stuff that has to do with Twilight and that...Celestia-something place. I dunno. I better get some breakfast before I fall asleep again.'_

It wasn't really a normal occurrence for Rainbow Dash to get up this early on a Saturday, especially if given a choice, but today was a bit different. Today was the day where she and her little circle of friends were finally going to see the interior of the world-famous CelestiaCorp Tower for the very first time.

Twilight Sparkle, one of Rainbow's friends, had recently started an internship there, and had apparently done such a good contribution that she got permission from the company's president Miss Celestia herself to give her friends a tour of the place.

Not that Rainbow Dash was particularly interested in science or anything, but she had been a tiny bit curious about that CelestiaCorp place ever since they gave her biggest fan and surrogate sister, Scootaloo, the ability to walk again after a terrible accident. Also, Rainbow was, above all, loyal to her friends, and if everyone else wanted to go, then she couldn't just stay home and slack off.

Besides, who else than her was going to take some pictures for everyone to have a good laugh about later?

And so, with her mind set, she began her trek towards the door...only to immediately trip on something hard and fall face-first into one of the many piles of clothing on the floor.

For a second time that morning, Dash let out a tired and irked groan. Not only were her toes feeling a bit of pain now, but her face had also been planted right onto one of her discarded bras she had used the other day.

Rainbow must have been working out that day because it still smelled of her old sweat...which was not a very pleasant aroma to wake up to, mind you.

She then turned her head around to see what exactly it was she had tripped on.

Her annoyance quickly turned to guilt when she saw that it had been none other than her pet tortoise Tank that she had accidentally kicked and subsequently woken from his peaceful nap on the floor.

After realising what just happened, Rainbow awkwardly said, "Eh...Morning, Buddy…"

Tank pulled his head out of his shell and gave her a slightly grumpy glare...which was apparently something tortoises could do...or at least something that that particular tortoise could do. Tank...well...he was special, let's leave it at that.

"Yeah…sorry about that, Tank." She apologised with a sheepish smile while rubbing the back of her neck. For a girl, she had a kinda raspy voice, and it cracked a little when she raised her tone.

Her reptilian friend tilted his head to the side, then let out a big yawn, pulled his head back into his shell and went back to sleep.

This wasn't nearly the first time this had happened, and Tank had grown pretty used to it by now. Also, he really didn't have it in him to stay mad at her...or anyone else for that matter...not like a certain small fluffy white bunny could at least.

Rainbow then heard the familiar voice of her mother call out, "Hey, Dashie, breakfast's ready!"

"I'll be right there!" Dash shouted back.

She got back up on her feet and began to look around for something to wear. It didn't take her too long to find a pair of blue jeans lying around in the mess, and it didn't take her long either to put them on.

However, what did make her take a little longer to leave was the sight of a bundle of home-printed photographs sitting on her desk...or to be more precise, it was the sight of the person _in_ those photos that made her freeze up.

She walked over to the desk and picked them up, giving each photo a close look. She had taken these as recently as last Sunday, and all contained herself and another girl about her age with spiky white hair and a brown leather jacket with a furred neckline.

In one picture, the two of them were holding their arms over each other's shoulders while smiling for the camera, another (admittedly blurry) one showed them kissing while Dash was trying to take the photo herself at the same time, and yet another had her lying on her bed with the other girl sitting on her lap with an annoyed expression. The final photograph though had the white-haired girl try to reach for the camera while keeping Dash pinned under her own weight.

 _'Gosh, I can't believe this happened just a week ago.'_ Rainbow noted silently, _'I freaking loved that stupid harpy that night, and now I can barely stand the sight of her. Funny how these things work out.'_

Rainbow then threw the whole bundle in the trash and left the room with no further ado, neither wanting nor needing a reminder of her bitter ex-girlfriend right now.

* * *

Downstairs in the kitchen, Rainbow Dash's parents, Rainbow Blaze and Firefly, were currently enjoying their morning while waiting for their daughter to come join them.

Firefly, Dash's mom, wasn't too similar to her daughter in terms of appearance, given that she favoured the colour pink a lot in her wardrobe, had plain blue hair instead of prismatic, as well as dark purple eyes in clear contrast to her daughter's magenta ones. Also, they barely shared any facial similarities whatsoever.

In terms of personality and attitude however, the apple really didn't fall far from the tree. Firefly was just as bold-headed, tomboyish and fierce as Rainbow Dash, and that had served her well in the airforce when she fought in the Yakyakistan War as a member of the elite military flyers known as the Wonderbolts.

With the world's current peacetime though, Firefly had retired from the front lines and now spent her days teaching as a flight instructor. While not nearly as exciting, the chances of getting shot down was significantly smaller.

However, at this exact moment, she was busy making pancakes that Rainbow Blaze, her husband of nine years, was completely ignoring in favour of reading the latest issue of the Daily Bugle.

Unlike Firefly, Blaze was a bit more laid back and not nearly as hot-blooded as his wife or daughter could be, though he shared his daughter's strange habit of falling asleep at odd places at the drop of a hat. In addition to that, he also had the same rainbow-coloured hair that Dash was born with, albeit with a few slightly grey tones in it due to his more advanced age. He wasn't quite there yet, given that he was only 46, but one could tell that it was slowly but surely loosing colour.

However, when he was younger, he was actually a very good athlete who could compete with the best of the best in world championships...though he didn't win any. Well, he got a bronze trophy once that he was very proud of and still kept on display in the living room.

Nowadays though, he owned the local Ponyville Gym where Rainbow Dash usually trained. It wasn't the most glamorous or exciting job in the world, but it suited him just fine.

While Firefly was in the process of making yet another pancake for the rest of her family to enjoy, she let out an annoyed sigh when she saw that Blaze hadn't even touched the two that she had already put on his plate.

"Honey...is it too hard to at least _look_ at your food?" Firefly chided.

Without tearing his eyes away from his newspaper, Blaze answered, "In a minute, Fly..."

She rolled her eyes and turned her attention back to the pancake currently residing in her frying pan. It looked about finished, so she put it on a plate and began to prepare the next one.

After a few seconds, she couldn't help but ask, "Okay, seriously, what's so damn interesting in that paper of yours?"

"Oh, nothing much..." He replied nonchalantly,"...just that we have the first ever confirmation of extra-terrestrial life in recorded history."

Firefly had to do a double take to make sure she heard that right, "Wait, what? Really?"

"Yeah, there was this strange black mud stain in this meteor that turned out to be-"

She snatched his paper right out of his hands to check out the headline herself. It read 'ALIEN LIFE FOUND INSIDE METEOR?!', with a picture of a strange black substance held inside a glass jar.

After skimming through the article a bit, she just raised an eyebrow and scoffed, "Alien life? This is a black splash of paint! I was thinking more in the lines of UFOs piloted by giant bug-eyed monsters who carry laser-guns and say 'Take me to your leader'. Is this really worth getting excited over?"

Rainbow Blaze reached to get the newspaper back, "Well, it's the principle that matters. Now if I can only finish readi-"

"No! No more reading!" Firefly declared in a frustrated tone while she held the paper well out of his reach, "Now for goodness sake eat your damn pancakes!"

Blaze grumbled a bit under his breath, but eventually did as he was told. However, he secretly wowed that he would get the paper back one way or another.

Firefly's eyes then lit up a bit when she saw her daughter finally coming down the stairs to join them.

"That's a bit slow, Dashie," she criticised, "The airforce doesn't tolerate slackers, ya know?"

"But I'm not in the airforce now, am I?" Rainbow quipped back with a yawn.

"Not yet, maybe. But if you ever want to be a pilot, you'll need to have some discipline in the morning. I sure as hell didn't get my certificate by being lazy."

Dash took a seat at the table next to her dad and began to inspect her breakfast, "Sure, sure, but _until then_ I'm going to enjoy my days of free napping as much as humanly possible. Wait, are these supposed to be pancakes? Where's the syrup?"

"Complaining won't get you anywhere either, Cadet."

"Gee, mom, I was just asking. Also, can please stop acting like a drill sergeant for at least five minutes?"

Firefly snickered a little at that, making it pretty clear how much she enjoyed making fun of her daughter.

"As to your question, those are Swedish pancakes. Specifically: Spitfire's grandpa's homemade recipe, and you're supposed to have cream and strawberry jam to that, not syrup."

"Looks like crepes to me." Blaze commented offhandedly.

Firefly sighed, "No...those are completely different."

"Different how?" Dash questioned.

"They... they're...they just are, okay!" Firefly snapped, not really knowing the answer to that question herself. "Spitfire just gave me a recipe and said 'Hey, you like my granddad's pancakes? Here, try and make some yourself', and that's what I did. Though, of course, the only way to know if I succeeded or not is to, well, try them out. So go on, have a bite and tell me what you think."

Rainbow reached out for the strawberry jam jar and took a look at it, shrugged, and poured some over the pancake on her plate. _'When in Rome...I guess.'_

She may not have been too big on sugary substances like her food monster of a friend Pinkie Pie, but she could indulge herself with something delicious from time to time, as long as it wasn't _too_ often. One does not become an athlete by gorging themselves on sweeteners after all.

After taking a bite of it, Rainbow savoured the taste a bit, _'Maybe a bit on the sweet side, and not very filling at all, but it's decent enough.'_

Out loud, she didn't say anything, she just gave a wordless thumb's up to her mother instead.

For Firefly though, that was more than enough. "Ha! I had a feeling you would like it."

Blaze chose this as the perfect time to change the subject a little, "So, Dash, excited for that visit to CelestiaCorp today?"

"Not really." Dash answered honestly, "I mean, yeah, it's great that some egghead from that place was able to help Scootaloo get her leg back and all, but I barely even get half the stuff of what's going on in there."

"Then...why are you going there in the first place?"

"Well, for one, I'm pretty sure the others will want pictures of that place to remember the day by, and that's where my insanely awesome camera skills come into play. Also, Fluttershy, Pinkie, and even Applejack are coming, so if I sit out on this I'm gonna be the jerk of the group... _again_."

"Rainbow Dash..." Firefly said sternly, "I've said it once, and I'll say it again: you are not a jerk. Don't even think that."

"Sure, because making Fluttershy so terrified she could barely leave her own house for days was because I was a nice person?"

"That was not your fault, Dashie, and you know it."

"But I let it happen! She told me what Gilda said to her behind my back, but instead of listening to her like any good friend would, I just ended up ignoring her!"

Blaze argued, "It was only natural of you to side with your girlfriend-"

But the moment he said that particular word, Rainbow reminded, " _Ex_ -girlfriend."

"Either way, it is pretty common to not notice anything wrong with the person you're dating. Heck, before I met your mom I went through a similar experience in High School myself."

"Sure, but Fluttershy and I go back since...gosh I don't even know how long."

"Since first grade actually." Her mom provided.

"Exactly! And I promised that I would never let anyone hurt her if I could help it. Breaking a promise like that is so not cool. Hell, Pinkie keeps saying that's the easiest way to lose a friend."

* * *

At that exact moment in a slightly rusty old truck driving not too far from their location, the driver nearly lost control of the car when her passenger suddenly had the urge to shout "FOREVER!" out of the blue for no apparent reason.

* * *

Back in Dash's house, she finished, "I'm just sick of things always ending up being my fault."

"They only are if you keep thinking like that." Firefly assured, "Fluttershy forgave you for what happened, maybe its time for you to do the same."

"Yeah...maybe I should." Rainbow considered, then let out a small yawn, "Anyway, I just woke up and way too tired to talk about this stuff."

"Yep, I can see that."

"Sooo..." Blaze began while trying to come up with a new subject matter, "...how are you planning to get to the CelestiaCorp Tower?"

Dash took a piece of pancake in her mouth and answered, "Applejack borrowed Big Mac's truck and is..." then she made a small pause to swallow it, "...on her way here. She's picking up Pinkie first though, then me and Fluttershy. Twilight's already there as far as I know, aaaaand...I guess that's it."

"What about Rari-ehhh..." He stopped himself when he remembered what had happened recently, "Oh, right, forgot about that. So...then you'll be with the usual gang for the rest of the day?"

"Yeah, we'll be back at seven or something. Also, I think that girl Twilight's hanging out with all the time, Sunset-something, is gonna be there too."

"Right, and when are-"

Before he could finish that question, he was interrupted by someone ringing the doorbell.

Immediately, Rainbow said, "That's my cue! Gotta go, bye!" before she got up, put what was left of her pancake in her mouth, and bolted for the door.

"Don't forget your camera, Dashie!" Firefly reminded before her daughter was out of earshot.

Rainbow's response came in the form of a muffled, "I won't!"

Firefly then looked at her husband and commented, "Always in a hurry, that kid."

"She got that from you." He answered with a small chuckle.

She narrowed her eyes at him slightly and reminded, "You _know_ that's not true."

"I suppose not..." He answered in a more sombre tone, "...So...um, can I get my paper back?"

Firefly sighed and gave it back to him.

* * *

Rainbow Dash was a textbook example of a tomboy. Brash, athletic, assertive, incredibly competitive and with an ego larger than Mount Everest. So who would you expect to be her oldest and closest friend? Perhaps someone just as tomboyish as herself? Another reckless daredevil who would challenge Dash to her absolute limits?

Well, if that is what you thought, then you would be gravely mistaken. Okay, sure, she did have not one, but two friends just like that, but they...to make a long story short, weren't really her friends anymore.

No, Rainbow's oldest and closest friend was a kindhearted and introverted animal-lover who was given the very fitting name...Fluttershy.

Despite the fact that they had barely anything in common, not to mention personalities that seemed to be polar opposites of each other, Rainbow had always had a soft spot for Fluttershy, and Fluttershy had always felt safe whenever she was around Rainbow Dash.

What started this odd friendship in the first place was a bit of a story, but the important part was that they had actually known each other ever since first grade of elementary school, and despite all that had happened during that time, they still remained best friends to this day.

Also, the two of them lived _literally_ across the street from each other, thus making it very easy to stay in touch. It also made it easy for Fluttershy to pay Dash a small visit before Applejack was coming to pick them up.

While she was making her way over there, Fluttershy hummed a soft tune to herself while keeping an eye out for any birds, insects, occasional squirrels or other small animals that might be around in this relatively quiet suburban area.

Just by looking at her, it was clear that this girl was nothing like Rainbow Dash. Where's Rainbow was built like an athlete, Fluttershy was rather thin and lanky, and actually stood a full head taller than Dash. In contrast with Rainbow's slightly boyish shoulder-length prismatic hair, Fluttershy had long wavy silky hair held away from her eyes with a barrette that looked like a butterfly. Also, it was pink...which was one of the few colours Dash _didn't_ have in her rainbow hair.

When she came up to the front door of Rainbow's house, she didn't have to wait long after ringing the doorbell before the door was slammed open and a very awake Rainbow Dash greeted, "Hey Fluttershy! You ready to go?!"

A bit taken back by her sudden appearance and in-your-face demeanour, Fluttershy stuttered, "Um, well, I guess I might be. But-"

"Good! I'll be right out in a sec!" Dash responded before darting back inside.

A few moments later, Rainbow came back out, now wearing a sky-blue jacket and a pair of shoes with her camera bag hung over her shoulder. Having little to no patience to speak of, she didn't wait to listen to what Fluttershy was about to say before she ran out of her house and began to look around for any signs of Applejack's truck.

"Come on, Shy, let's..." she then noticed something, "...wait, where's our ride?"

"Oh, it's...not here yet." Fluttershy answered, still standing in the same spot as before, "Applejack called me and said that she would be here any minute now...which was actually...half-an-hour ago...I think."

Rainbow slumped over slightly, "Ah man! And I just got past my last get-up-in-the-morning record for this."

"I suppose...it might be a little tricky to find your way around here?" Fluttershy suggested.

"Well, she better come soon. I did not wake up this early just to stand here and wait!"

Fluttershy took a seat at the front porch of Rainbow's house and said, "She'll be here, there's no need to worry." then gently patted the spot next to her, thus inviting Rainbow to join her.

Dash was about to say something else, but the words died in her throat when she looked into her friend's big, blue eyes. _'Damn, she's adorable. Well, I guess sitting and waiting with her might not be such a bad idea after all. Maybe this will be the perfect opportunity to ask if she's- wait, no, don't go there, Dash. It's not worth it.'_

Rainbow shrugged and walked over to sit beside her. "Alright. But if this takes another hour, Applejack's buying me a soda or something."

"Just a soda?" Fluttershy questioned, "I didn't expect you to settle for anything less than a full barrel of cider."

After having taken a seat at the porch next to her, Dash answered, "Trust me, that is next on my list...right after I convince her to go a whole day without once saying the word 'Sugarcube'."

Fluttershy snickered a little at that, "Hihihi, oh my, then maybe you should go an entire day without saying 'Awesome'...if you're...you know...okay with that."

"Hehe, good point." Rainbow admitted with a small blush.

For a few minutes, the two of them just sat there in silence. Fluttershy was quietly listening to the bird calls that filled the summer morning's air, all while keeping her eyes peeled on any little critter that might seem fit to show up today. Rainbow Dash on the other hand...she was periodically sneaking in a few glances in Fluttershy's direction every once in awhile, all while trying to make it look like she wasn't staring at her.

 _'Dammit Rainbow! Get a hold of yourself! I know she's really cute, and has those adorable puppy-dog eyes, and that soft pink silky hair, that sweet smell and that nice rack-'_ She physically shook her head a little to get those lewd thoughts to leave her alone, _'Oh gosh, now I'm doing it again! What the hell is wrong with me? She's my best friend, I can't keep thinking of her like_ that. _It's just weird.'_

Rainbow tried to focus on something, _anything_ , else than her unwanted and most certainly doomed non-platonic feelings she had begun to develop for her oldest friend. However, that turned out to be far easier said than done...especially since there was barely anything around to distract herself with.

 _'Maybe I should just tell her? I mean, we've been through a lot, and it doesn't feel right to keep something like this from her. And who knows, maybe I could score a new girlfriend out of it. But then again...what if she isn't into chicks...or me for that matter? Wouldn't that just make things really awkward between us? Heck, she might not even want to be friends with me after that. Urgh...why do these things have to be so damn complicated?!'_

While Fluttershy obviously couldn't hear Rainbow's internal monologue, she did notice that she was fidgeting an awful lot, and it was making her a bit concerned. "Um...Rainbow Dash, are you feeling alright?"

"Yeah, 'course I am, what are you talking about?" Dash replied nervously.

"Well...you seem to be a bit...uh, jumpy."

"No way, I'm just...ehhh..." She then spotted something familiar come into view, "Oh, hey, there they are!"

Fluttershy followed Rainbow's gaze and saw the red slightly rusty old truck that was pulling over at the house. Recognising it as the one Applejack was going to borrow from her big brother, she decided to save their conversation for later and follow an impatient Rainbow Dash who was now making a beeline for the approaching car.

Once the truck had parked properly, two girls about the same age as Rainbow and Fluttershy stepped out of it.

The one who was driving the truck was Applejack, and if one were to describe her in one word it would probably be 'Country'. Not only was she wearing an orange plaid shirt, had Western-style boots on her feet and slightly torn worker jeans on her legs, but she was also rarely seen without her trademark stetson on her head. Her sunny blonde hair that was tied up in a ponytail as well as her freckled face gave her a certain country flair, and her well-built physique and sunburned skin made it clear that she was used to hard work.

Her passenger, Pinkie Pie, on the other hand was another matter entirely. Everything about her screamed energy, parties, happiness and pink...lots and lots of pink. She was wearing a pink T-shirt with a logo of three balloons on it in addition to a pair of blue shorts with polka-striped leggings to compliment it. Her chaotic curly pink mess of a haircut had a slight resemblance to cotton candy...and my or may not contain its own pocket dimension. Also, one could surmise that she had a bit of a sweet tooth judging by the fact that seemed to be on a constant sugar rush and also because she was a fair bit chubby.

As soon as Applejack had gotten out of the truck, Rainbow Dash got right up in her face and asked, "What took you guys so long?!"

With a touch of sarcasm, Applejack replied, "'Howdy, Applejack. I'm mighty glad y'all are here to give me lift today.' Now that, Sugarcube, is what you're supposed to say." in the Southern country accent she had grown up with.

Rainbow rolled her eyes, "Urrgh...Well, hi, AJ. You happy now?"

"Eeyup!" She answered smugly, "Now as to that question of yours...well, turns out this here area is easier to get lost in than a circle in a corn field."

"Haven't you been here like a million times already?"

"Sure, but I just got my license last month, and it's a heck of lot harder to navigate this place on your own. Also, I'm pretty sure I would have been here a mite bit sooner if _someone_..." she cast a glare at Pinkie, "...hadn't scared me half to death by screamin' like a banshee when I was trying to concentrate on my drivin'."

"Sorry, Jackie, can't help it!" Pinkie explained in her energetic and high-pitched voice, "Someone somewhere in the world was talking about breaking a Pinkie Promise, and _nobody_ breaks a Pinkie Promise!"

Applejack crossed her arms, "Plus, her 'advice' on directions were a bit...all over the place."

"Well...DUH!" Pinkie exclaimed, "That's because you said we should take exactly the same way I did last time I went to Rainbow Dash's house, and the last time I went there I got a teensy bit lost looking for some ice cream to eat on the way but the first place I found didn't have any of Mulia Mild's delicious chocolate-strawberry-deluxe-specials, and I really, really, really wanted one of those, so I went around and around and around to every place I could find but no one had it, and that's when I realised-"

Before she could go on any longer, Applejack put a hand over her mouth to shut her up. "Y'all get what I mean?"

Even with her mouth shut, Pinkie could still be heard mumbling something with the same excitement as before. In fact, she barely even seemed to notice that nobody could properly hear what she was currently saying.

"I...think I got it." Fluttershy said meekly.

Feeling a bit impatient, Rainbow asked, "So, can we go now or what?"

"Sure thing." Applejack concurred before removing her hand from Pinkie's face.

However, that lead them all to hear a very strange and out of context comment that sounded something like, "...and then I said 'Cornflakes, are you crazy!?'"

"Then what are we waiting for?" Rainbow asked while taking a grip on Fluttershy's hand, "C'mon, Shy, let's get going!"

"Alright, Da-WOAAAAH!" She exclaimed when her much faster and less patient friend pulled her over towards the back seat of Applejack's borrowed vehicle.

Before the other two could react, Fluttershy and Rainbow Dash were already in their seats and waiting. Rainbow was even tapping her foot on the floor impatiently as if to say 'we don't have all day'.

Applejack chuckled a little, "Hehe, always in a hurry that gal, ain't she?"

"She's just excited about this trip...and so am I!" Pinkie declared while making a move to follow them.

However, all of a sudden, she stopped in her tracks while her strange hair started to twitch, then her ears began to flap around on their own, her eyes fluttered a bit followed by an uncontrollable twirl of her fingers. In response to the peculiar reaction her body had, Pinkie's eyes widened to the size of dinner plates while she let out a loud gasp.

Applejack raised an eyebrow at her friend's unusual antics, "What's it now, Pinkie?"

Pinkie immediately grabbed Applejack by the shoulders and hysterically warned, "I don't know how, and I don't know why, but my 'Pinkie Sense' is telling me that something totally and absolutely unexpected is going to happen to someone in our immediate vicinity within the next twenty-four hours that will change that person's life…FOREVER!" then her posture abruptly softened a bit "...or I forgot to feed Gummy again. I can never really tell which is which."

"Suuure, if ya say so…" the confused farmgirl noted.

Little did anyone know that Pinkie Pie's prediction would most certainly come true...and that this little trip was not only going to change the life of _one_ person...but that of the whole city.

This is the story of how a once normal teenaged girl became Canterlot's newest superhero...and what she had to do to get there...

* * *

 **Author's Notes**

(Wait a minute...this wasn't were the old chapter ended, was it? That's what you're thinking, isn't it? Well, except if you're a new reader, then you were probably thinking of something else.

Yes, this is only half the chapter, and I will rewrite the second half too, but this part was starting to get _very_ long, so I decided to split it in two parts to have this out sooner.)

* * *

Now, hello there ladies and gentlemen, boys and girls! I am Flufux the Velociraptor and this is my take on the story of Spider-Man in the form of the Equestria Girls version of Rainbow Dash.

This story will work very similarly to a TV show for the most part with most of the important events focused into 'Episodes' that may be in two, three, four or more parts depending on how long that particular story would take.

For example: an episode may be revolving around the Spider-Girl facing a particular villain, and the episode would drag on until that villain is defeated. However, when needed, there will also be a few 'Minisodes' that function more to bridge the gap between episodes or possibly show an event or two that doesn't really fit into an entire episode.

As any good series would have it though, this story is also divided into seasons, with four of them planned in total.

The one you're reading right now is named 'Origins' because...well, it's about her origins.

This season will focus mainly on the events that made Rainbow Dash become the Awesome Spider-Girl in the first place. How she received her powers, got her hands on the outfit and web-shooters, learned to become a superhero and eventually defeat her very first supervillain...and it will end with the catalyst that sets off the events of season 2...which currently have the working title 'Villains on the Rise'.

If you don't feel like reading through a boring origin story, and just want to get to the action, you can simply jump to 'Episode 4', the finale, or start to read season 2 directly. However, if you do want to know how it all started, then enjoy this first little season.

Now, let's talk about a few things you may be wondering, shall we?

First off: let's make these things clear.

While this story is based on Equestria Girls for the most part, the characters have realistic skin tones (with a few notable exceptions), and it's kinda in my own setting rather than having the whole magical mirror to Equestria thing. However, the city is still called Canterlot, and Canterlot High as well as the cafe the girls can usually be seen frequenting in the movies exist here as well.

Why not ponies then, you ask? Well, why would Rainbow Dash ever use wall-crawling or web-swinging if she had wings and could fly fast enough to break the sound barrier? And how would someone like the Vulture be special if a third of the population also had wings? It doesn't make much sense, does it?

And oh yes, this is definitively a Flutterdash story.

While you may think a love story would be unnecessary for a superhero story like this, Spider-Man stories are usually 50% superhero stuff, 50% High School (or College in some cases) drama, and I haven't seen one single adaptation of Spider-Man where there wasn't a big focus on the romantic subplot.

Why Flutterdash of all pairings though? Well, that's quite simple: Flutterdash is my favourite Rainbow Dash pairing (with Appledash coming close second), simple as that.

While I was tempted to use Twidash for this story because of Twilight's similarities to Gwen Stacy (while being a major PeterxGwen shipper), I ultimately decided to go with what I felt more comfortable writing. However, there will be a big focus on the relationship between Rainbow Dash and Twilight, but more in a...platonic sense.

There are a few other ships in this story as well, but I'm not going to reveal them here. That's for you to find out as you go along.


	2. Celestia's Newest Students

(Beware, this is the new and improved version of the second part of the first chapter. The old version of chapter one is still there if you want to read it, but only this version is considered canon to the rest of the story)

* * *

 **Prologue, Part 2**  
 **Celestia's Newest Students**

CelestiaCorp.

That was the name of one of the most successful, famous, and advanced science and development corporations in the world. It was founded right here in Canterlot by a woman named Celestia and her younger sister Luna with the money they inherited from their wealthy mother and father upon their passing.

Around the time Captain Marvel appeared, 20 years ago more or less, there was a similar company known as Starswirl Laboratories that amazed pretty much everyone with their innovations...but suffered greatly due to internal corruption and the involvement of the criminal organisation known as 'the Maggia'...which lead to the emergence of many of the super-powered criminals Marvel once fought.

CelestiaCorp was meant to be different than its predecessor. Better. With a stronger figurehead, tighter security, less shady dealings and more focus on bettering the human race as opposed to just do what is immediately profitable.

While she was criticised by many, Celestia stood firm in her beliefs, and refused to be swayed by notions of greed or foul play. No matter how often what was left of the Canterlot Maggia, Mr Storm, the power-hungry owner of the rival research company known as 'Storm Tech', or even the all-powerful criminal mastermind going by the name of 'Crystal King' tried to manipulate her into using her science for their selfish purposes, she made sure to never give in. No matter how many threats or lucrative propositions she had received, Celestia had never strayed from her ideals of science only being used to help humanity evolve towards a better future.

Celestia's infectious optimism and personal strength inspired many to follow in her wake, including some of the greatest minds of this generation. Revered scientists and born prodigies joined the company one after another, and it didn't take long until CelestiaCorp became one of the greatest research companies around.

However, despite how many people signed up to work for her all the time, Celestia herself periodically travelled to schools all over the city in search of people who showed potential. If she found someone who impressed her, then she would occasionally offer them a choice to become her personal students and study under her guidance.

The first students she ever took on were a couple of High Schoolers going by the names of Sunburst and Starlight Glimmer, both of which had since graduated with top honours, with the former of the two taking on a career as a teacher while the latter was now in charge of CelestiaCorp's engineering division.

She had taken on a couple students later on, but very few of them impressed her nearly as much as Glimmer and Sunburst did...at least until she made a discrete visit to a science fair hosted at a small suburban High School known only as Canterlot High.

It was there she met the 18-year old engineer-in-training Sunset Shimmer and the 16-year old math and science-genius Twilight Sparkle.

While they didn't know each other that well back then, the two of them once joined forces to win the science fair Celestia visited. And when she saw what the two of them had created, Celestia immediately offered to take them both under her wing and let them study at her company.

Naturally, they accepted, and were now researching at the company as Celestia's newest students.

* * *

CelestiaCorp had many facilities baring its name. Many of those weren't even in Canterlot City. Some of them were even based outside the country.

However, the most prominent and by far the most well-known building owned by the company was the giant skyscraper in the middle of Canterlot with the words 'CELESTIACORP' written on it in big all-caps letters.

The CelestiaCorp Tower.

It had 84 floors and stood firm as the second tallest building in the city, with only the Empire Canterlot Building towering over it, and could be spotted no matter where in the general vicinity of Canterlot you happened to be. Truly an impressive piece of architecture beyond any doubt. It was here where most of the company's research was done, and it was here where Celestia herself usually spent her days.

However, while most of the building's floors were comprised of laboratories of some kind or another, there was actually a small cafeteria at the bottom floor that the company's employees could use to relax and have a bite to eat or a cup of coffee to drink.

It was there where Twilight Sparkle was enjoying a cup of tea with Sunset Shimmer while waiting for her friends to arrive.

Given CelestiaCorp's extremely high security standards, it was a bit of a hard sell to actually get this little social visit approved in the first place. Celestia was fairly easy to convince given her personal trust in Twilight's judgement, as well as her sociable and optimistic demeanour...but her sister Luna on the other hand...was not nearly as easily swayed.

While Celestia was clearly the face of the company, given that it was named after her, the younger of the two sisters were the one ultimately in charge of the safety and well-being of CelestiaCorp, and she wasn't as close to Twilight as her sister was...so when it was up to her to allow a group of teenage girls, including one with a small criminal record at that, to wander around a place filled with highly sensitive equipment and specimens, Luna obviously said no.

Though, with a little extra diplomacy, including an offer of a free cake and breakfast in bed, Luna reluctantly agreed to let Rainbow Dash, Fluttershy, Applejack and Pinkie Pie gain access to CelestiaCorp Tower for one day.

Now all they had to do was to get there.

While waiting for them, Twilight and Sunset used this opportunity to talk for a bit. Though the topic of their conversation was not something that Twilight was all that comfortable with.

"So...did you go for it this time?" Sunset asked with a coy smile that simply oozed of confidence. In fact, almost everything about her said the same thing. She had red and yellow hair that flowed over her back like flames, a healthy tan, a cool and collected voice, and even though she was currently wearing a lab coat, she still had black leather boots on her feet.

Her lab partner Twilight on the other hand was clearly a bit more on the nerdy side, with her huge dorky glasses, dark blue hair with noticeable pink stripes in it and was neatly tied up into a bun. And even though she had a noticeable dark skin tone, her cheeks were still obviously blushing when she answered, "Weeeell...no, I didn't. I told him I couldn't."

"Oh, okay..." Sunset said in a slightly disappointed tone, dropping her smile a little, "...any particular reason why?"

"I guess I just didn't feel like it."

"Hey, Twilight, I get what you mean, but it's not everyday __you__ of all people, no offence, get asked out by someone like him. It's not good for you to let opportunities like that slip all the time."

Twilight took a sip of her tea, "Don't get me wrong, I'm flattered that Flash, or anyone at all for that matter, thought I would make good dating material, but he's...well...maybe not my type or something. Besides, he's your ex, that just makes it a whole ton weirder!"

"Well... _ _technically__ I only 'dated' him to get popular back in High School," Sunset clarified a bit embarrassingly. "I didn't really like him like him, you know?"

"Then that's another reason for declining. I mean, if you didn't like him for any reason other than that, then I don't see really why I would."

"Fair enough," Shimmer conceded while tasting a bit of her own tea. "Though seriously, you really should find someone. You could use the distraction."

"Distraction? Why would I need a distraction?"

Sunset sighed, "I've seen how you are when you're focused on an assignment, and it has me a bit worried."

"About what?"

"Look. When you focus on something, you __really__ focus on something. Don't get me wrong, that's good and all, but do you ever just, I don't know, let loose a bit?"

"If by 'let loose' you mean 'get drunk, have wild parties or kiss people I barely know', like the stereotype of my age-group would suggest, then no, I'm not."

Sunset shook her head, "No, what I mean is 'hang out with some friends, go on dates, or at least have a life outside the lab', because you don't really seem to be doing that a lot."

"Hey! I __do__ hang out with my friends!" Twilight insisted. "I mean, aren't we sitting around here waiting for them right now?"

"Yes, to show them the things __you're__ into. When was the last time you took an interest in what __any of them__ wanted to do?"

Twilight was about to respond to that, but then stopped herself when she couldn't come up with anything to say in her defence. __'Well...I guess you could count that visit to the new Canterlot Mall opening...but that must have been a few weeks ago at least. But didn't Pinkie want my help organising Gummy's birthday party? Wait, no, I was too busy trying to map out the symbiote's alien genome that day. And then there was that barn sale that Applejack had the other day...that I was also too busy to help with, or what about that soccer game Rainbow wanted me to see. Oh, yeah, the one that I completely forgot about. Come to think about it...when was the last time I helped any of them out with anything?'__

She began to analyse her past behaviour for an answer to that question, but when she eventually found one, her brain immediately went into overdrive.

"Oh no, no, no, no, this is a disaster!" Twilight suddenly ranted, catching Sunset off-guard, "How could I not noticed it sooner?! I'm a terrible friend! I failed every single one of them because I was too busy with this new internship position, even though I'm supposed to care and make time for them when they need me! They may say they're happy for me, but they probably think I'm just a geeky anti-social nerd who cannot even bring herself to care about anything besides my nerdy research, someone that cannot even bother to show up and help them with their problems or do what they want, what they think is fun!"

Once she was starting to get a bit hysterical, Sunset asked, "Uh, Twilight?"

But Twilight didn't really seem to have heard her.

"What if they think I'm not worth being their friend, and decide to cut me off from the group?! What if they never want to see me again!?"

"Twilight," Sunset tried again.

"...And then I'll be too distracted thinking of what a horrible friend I was to do my work properly and Celestia has to cut me loose, making me lose the one thing that I lost all my-"

"Twilight!" Sunset suddenly shouted.

That immediately shut her up, and also made her realise that she was starting to make a scene. She blushed heavily when she noticed that just about everyone else in the cafeteria was staring at her.

A bit embarrassed, Twilight muttered a nervous "Sorry", then buried her head in her hands while letting out a frustrated sigh.

"I...had one of my episodes, didn't I?"

"Pretty much...yeah." Shimmer replied before she gently started patting Twilight on the head.

"Arghh...I know I should stop assuming the worst all the time...but...well, its really hard not to."

"Aw...you shouldn't beat yourself up over that, Twilight," Pinkie Pie provided. "It's no shame in having a little problem with your OCD."

"Exactly," Sunset concurred. "And you don't need to worry about your friends either. All you have to do is try to make some time and hang out with them every once in awhile. It's never too late for that."

"Yeah, what she said! Plus, your problems are nothing compared to what me and my sisters have to deal with all the time," Pinkie added.

"See? At least someone..." Sunset suddenly stopped herself when she noticed something, then took a good long look at the pink-haired girl who was currently sitting at their table, loudly drinking a packet of apple juice through a straw. "...hang on a minute...how long have you've been sitting there exactly?"

Too focused on not having another anxiety attack, Twilight hadn't given a second thought as to when and how Pinkie Pie showed up at their table, but when that fact was now put into question, she raised her head and looked at the newcomer curiously.

"Oh, around the time Twilight said 'Oh no, no, no, no, this is a disaster!'...though it sounded a lot funnier when she said it." Pinkie answered with a shrug. Then she held out her hand to Sunset and introduced herself, "I'm Pinkamina Diane Pie, but most people just call me Pinkie. That's waaaaaaaaay easier."

Sunset slowly and cautiously took Pinkie's hand, "Nice...to meet you, Pinkie..." only to be surprised when the other girl shook her arm fast enough to create after-images.

"Nice to meet you too! No, wait, it's better then nice, it's absolutely wonderrific! So what might your name be, girl of bacon-coloured hair?"

"Bacon-coloured?!" Sunset sputtered, slightly offended.

Pinkie couldn't help but giggle at that, "Hihihihi! Wow, that's a funny name. Props to me for guessing it though!"

"What?! No, I'm Sunset Shimmer, and what-"

"Ooooooooooh...so __you're__ the Sunset girl Twilight told me so much about!" Pinkie noted, her eyes filling up with glee. "A bit of a shame though because I would love to meet someone who actually __is__ called 'Bacon-coloured'. It'd be even funnier if it's one of those ironic names and that person isn't bacon-coloured at all, hihihihi!"

Sunset looked at Twilight for an explanation.

"She's...one of my friends," Twilight clarified. "You know, one of those we'd been waiting for?"

Shimmer mouthed an understanding "Oh" in response.

Twilight then turned her attention back to Pinkie, "So...where are the others?"

Pinkie Pie dived under the table, then immediately after, her voice could be heard shouting from across the room near the cafeteria entrance, "They're over heeeeeeere!"

Twilight's eyes quickly set on the entrance, and saw that Pinkie was happily skipping towards them with Rainbow Dash, Fluttershy and Applejack following close behind.

An eager smile festered on Twilight's lips after seeing them finally here, and she promptly made a move to get up to join them. However, she then looked at Sunset and saw her friend stare blankly at Pinkie Pie with a vacant look on her face.

"Uh...Sunset...are you okay?"

Sunset stuttered, "How...did she go...from here to there...I don't, eehh..."

Twilight let out a little laugh, "Oh, hehe, that's just Pinkie Pie. She does that. I don't know how, but she does that. I tried to figure out how she managed to do all the things she does once before, but all that gave me was a really bad headache...so I decided to just try not to question it."

Shimmer blinked a few times, then said, "...I'll take your word for it."

"You better, pal," Rainbow Dash, who had suddenly taken a seat at their table provided. "The last time Twilight tried to crack the whole Pinkie mystery, she got all mad scientist about it and strapped Pinkie down to an operating table."

"I did not!" Twilight insisted, her face heating up in the process. "I was just trying to measure her brainwaves, not anything invasive!"

Rainbow gave her a sceptical look, "Then why did you have a scalpel on your desk?"

"For __other__ research projects."

"And those projects being...?"

"Ahem!" Applejack interrupted, "Gettin' off-topic there, Rainbow." then she spat in her hand and held it out towards Sunset, "Name's Applejack, pleasure makin' your acquaintance!"

Without a beat, Sunset took her hand and shook it, seemingly unbothered by the saliva in the cowgirl's palm. "Sunset Shimmer."

Fluttershy, who, along with the other girls, had taken a seat at their table, spoke up next, "I'm...I'm...Fluttershy."

"Uh, could you repeat that?" Sunset asked while she trying to make eye contact with the introverted girl currently hiding her face behind her long pink hair.

"It's Fluttershy!" She squeaked out a little louder...though not exactly loud enough to hear her properly.

Shimmer leaned in a little closer, "Sorry, but I didn't quite catch that."

"Her name's Fluttershy!" Rainbow suddenly answered for her, but with enough energy to make Sunset flinch a little. "She's my best bud, and she's really nice, but she can also be a bit...well...shy...especially around strangers. No offence."

"None...taken. And you are..?"

"I'm the one and only Rainbow Dash; star athlete, ace photographer, future pilot and probably the most awesome girl you're ever gonna meet!" She answered proudly and with a clear sense of bravado.

Sunset chuckled a little, "Hehe, well you certainly don't lack for confidence."

"I'm just saying it as it is," Rainbow boasted. "It's not bragging if its true, right?"

"Sugarcube," Applejack began, drawing Rainbow's attention, " _ _every__ time you talk about yourself you end up braggin'... whether it's true or not."

"Hey! I can be humble..!"

Applejack slowly raised an eyebrow.

"...when I feel like it."

Applejack sighed.

Sunset loudly cleared her throat to get the others attention. "So, it's just you four who're coming today? We're not waiting for anyone else?"

"Nah, it's just us," Pinkie answered, having just finished her apple juice pack. "I would have loved to invite lots and lots of more people, but Twilight didn't like that idea very much."

"Well..." Fluttershy voiced loud enough to hear, "...Rarity was supposed to be here today, but...she's...not coming."

Sunset noticed something in Fluttershy's tone when she said that, almost as if she was sad about something. She made sure to make a mental note to herself about that for future reference. _'_ _ _Yeah, I figured there was one missing. Now, I think Twilight told me something about this girl before.'__

"Rarity huh..." Sunset mused. "That's the one who liked fashion, right?"

"Eeyup...that she sure do!" Applejack replied with a small smirk that seemed to basically scream out, 'you have no idea...'.

"Cool. So...did she give a reason for not coming?"

As soon as she asked that, all of the other girls started to look nervous all of a sudden. Clearly there was something interesting currently going on about this 'Rarity' person. Though what exactly, she can only guess.

Eventually, Applejack answered with a vague, "It's...complicated."

"I see..." Sunset replied in a quiet tone. She briefly considered asking them to elaborate, but ultimately chose not to pry into their personal lives until she knew them better.

So instead, she reached into the pocket of her lab coat and pulled out a couple of plastic cards while explaining, "Anyway, these are your temporary ID cards. As long as you're in the labs, you will need to keep them on you at all times."

The girls picked up their respective cards and noticed that their names were all printed on them, along with the title of 'Visitor'. There was even a small metallic pinch in the corner to make sure it could stick to someone's clothing and not fall off.

"Uhh...why do we need these?" Rainbow questioned while giving her card an inspection. __'Just 'Rainbow Dash'? Seriously? There should be a 'Danger' in there somewhere.'__

Twilight was quick to give an explanation. "Well, CelestiaCorp has really tight security, and the research we're doing in the labs here are far too risky for us to allow to fall into the wrong hands."

"Just imagine what would happen if a common street punk got his hands on a functional freeze ray...or if a potentially deadly virus ended up accidentally being released into the atmosphere." Sunset added for example.

Fluttershy shuddered a little at the thought.

Twilight continued, "Therefore must every person who visits the labs be given the approval of either Luna or Celestia, the company's founders, before they're allowed inside. The ID cards represents that approval, and the security personnel will need to see them if you're to be allowed anywhere inside the tower...well, aside from the lobby of course."

"Sooooo...what happens if we lose them or somethin'?" Applejack asked, while also trying to find a way to stick the card on her person.

"To put it simply...security will have to throw you out." Sunset answered.

Horrified at the thought, Fluttershy squeaked, "Th-th-throw us...ou-out?!"

In order to prevent her anxiety-ridden friend from having a panic-attack, Twilight softened it to, "Well, more like...eh...politely escort you...out."

"That still sounds terrifying," Fluttershy quivered. "I don't know if I could handle that!"

Rainbow gave her a few gentle pats on the back to help her calm down. "There, there, Shy, no one is gonna throw you out. And if they try, I'll make them regret it!"

Fluttershy instantly broke out of her anxiety to give Dash a reprimanding look.

"Not that I would hurt anyone to do that or anything, hehe..." Rainbow nervously clarified.

Fluttershy smiled.

"Point is: don't lose them," Sunset reminded. "As long as you have them on, there shouldn't be any issues. Though to be sure, I'd suggest try to avoid touching anything."

"Okey dokey lokey!" Pinkie agreed. "No touchy in the labs. Pinkie Promise."

She then looked at the others sternly, " _ _Right__ , girls?"

Fluttershy merely nodded silently, Applejack responded with a nervous "Sure thing", and Rainbow Dash didn't seemed to have heard the question, so she answered with a confused "Huh?"

Pinkie Pie got up and looked Rainbow straight in the eyes, "You won't touch anything in the lab and break a Pinkie Promise, would you?"

Dash let out another nervous chuckle, "Hehe, why would I be touching anything? he...hehe-he..." __'It's not like I've been arrested for shoplifting before or anything.'__

Pinkie's eyes lingered on Rainbow's for a second more before she looked away and cheerfully announced, "Alright then, LET'S GET THIS TOUR STARTED!"

"Yes, let's!" Twilight beamed while she sprung up from her chair like a spring. "There's so much I've been wanting to show you girls for so long now, I don't know if we'll even have time for them all! We have the bio-labs, the engineering department, the theoretical physics room, Professor Starswirl's collection, 'special projects', or maybe the old archives, and that's barely scratching the surface! What do you want to see first?!"

Twilight's question was met with a slightly awkward silence while her four friends were trying to come up with a good answer to it. Now, her friends weren't dumb, but neither one of them had really kept up at all with Twilight's science career, so they were pretty much clueless as to what any of those alternatives meant.

Eventually though, Rainbow suggested, "...Maybe the thing that's closest from here or something?"

"That would be the open testing area. One of my personal favourites actually," Twilight confessed. "Follow me!"

* * *

While the work going on in CelestiaCorp was very sophisticated and complex, the same could not be said for their choices in names.

For example, the 'Open Testing Area' was precisely what it sounded like: a very large open room with few discernible features in it where it was possible to test out the inventions the company made that were a bit too big to be used anywhere else.

In fact, it was by far the largest room in the building. And yet, none in Twilight's group were allowed to be in it.

Instead, they had to observe the mostly empty compartment through the thick glass window of a smaller room next to it, with a few computer screens around showing several different angles of the giant room for visual aid.

Now, when it came to a place called the 'Open __Testing__ Area', then one might be wondering what exactly they were testing in there.

At the moment, the company was currently demonstrating the capabilities of something that looked like a giant mechanised bipedal rhinoceros. A demonstration that the group of six teenage girls just outside were glad they didn't miss out on.

While Twilight and Sunset took turns explaining how the rhino-mech worked, Rainbow Dash, Applejack and Pinkie Pie were all staring at it with different levels of amazement and wonder.

Rainbow had even brought out her camera to take a couple of photos of the machine...even though they weren't all that good from the angle she was looking from. That said, she still couldn't get over how cool the machine was. If only it wasn't so slow and heavy, she would definitively want to pilot the thing given a chance.

Pinkie was mostly thinking the same, and at this point, it was really hard to determine which of the two could have been the worst possible candidate to control one of the powerful behemoths.

Applejack meanwhile was thinking a bit more practical when it came to how to use it. After all, there were a lot of heavy lifting when working at Sweet Apple Acres...and something this big and powerful would no doubt prove to be very useful when dealing with that. Now, if only she could convince Granny Smith to go along with it...

Fluttershy on the other hand was a bit intimidated by the walking mechanical monster and even kept a certain distance from the window leading to the testing area. Not that she wasn't interested, she just preferred to listen to Twilight's explanation from a distance rather than getting too close to it.

"...And with the new armour plating developed specifically for the Rhinos, they are virtually indestructible. This protects the operator inside from all manner of harm that could befall a worker on a construction or demolition site. The machine is even suited to protect them from limited amounts of radiation, as well as extremely high or low temperatures. In addition to that, a Rhino is capable of lifting several metric tonnes of pressure with ease."

When she mentioned that, the test pilot in the Rhino suit decided to use the mech's powerful arms to try to pick up a massive weighted box that even had the words '10 TON' written on it.

While the impressive weight made the hydraulics in the Rhino create a slightly stressed sound, that didn't stop it from lifting the box several metres into the air with relative ease.

"No way!" Rainbow sounded at the sight, taking as many pictures as she could to make sure that she could treasure this moment a bit more in the future. "That thing's awesome!"

"Can I drive it next!?" Pinkie Pie excitingly asked while getting right up in Twilight's face with the best pleading eyes she could muster. "Can I? Can I?! Can I?! Can I?!"

"Sorry, Pinkie." Twilight answered, taking step back to regain a little personal space. "You need, well, clearance for that."

"Oooh, can you get me some?"

"Eh...I'm afraid not."

Pinkie visibly deflated after hearing that, all while making a disappointed "Aaaaaaaaw..." sound.

"Soooo what will it take to get to drive one of those then?" Rainbow inquired while she sorted through the photos she had just taken. "I get that we can't right now, but is there a chance we could try it out later?"

"That would be a bit tricky to arrange. These are just early prototypes, and we're still waiting for official approval before they're going into production. Either way, it's going to be some time before anyone other than our certified test pilots get to use them."

"That sucks," Dash commented as she began to put her camera back in her bag. "You don't suppose we could-"

Already knowing what she was about to suggest, Twilight answered with a stern, "No."

"But-"

"No!"

"...Fine." Rainbow grumbled dejectedly.

Seeing an opening, Applejack decided to ask, "So...how much would you suppose these doohickeys would cost anyway...when they're on the market, that is?"

Sunset chuckled a little at the question, "Heh, looking to buy one early, Applejack?"

"Ya know, maybe I am. Seriously, the things I could do with this on the farm would be worth a heck of a lot."

"I sure hope so. We haven't gotten a price tag yet, but just one Rhino would easily be worth nearly five million dollars at least, so I hope you got the money."

"FIVE MILLION!?" Applejack spat in disbelief. "That's completely outrageous! No way in Blue Hill we're gonna afford that!"

"Actually, it costed us even more than that just to get the materials to build them," Twilight noted. "Plus, the Rhino is not really designed for farming anyway."

"Still, can't blame a gal for-"

"WHOAH, what's that!?" Rainbow suddenly shouted, cutting Applejack off before she could finish her sentence.

Immediately, everyone else turned their attention to what she had spotted.

Another test pilot had just entered the Open Testing Area. However, what he was riding on was probably even __more__ impressive than the Rhino-mech.

It appeared to be some kind of winged flying contraption that the pilot was using to pull some pretty crazy areal manoeuvres in the spacious but limited testing room.

Unlike most areal vehicles though, where there was a domed cockpit encasing a flight seat, this pilot was actually standing on top of it with his legs attached to the primary steering system, allowing him to control its directions by tilting his body while also preventing him from falling off. To compensate for the air-resistance and G-forces one would expect from flying around at high speeds, the pilot was wearing a high-tech full-body suit that was electronically connected to the flying machine for added efficiency.

"Forget the Rhino thing, I want to fly one of those!" Rainbow declared, pressing her whole body at the glass window while her eyes were gleefully tracking the movements of the fast-moving hovercraft.

"ME TOO! ME TOO!" Pinkie agreed.

"I think I'll pass..." Fluttershy mumbled, still keeping her distance from the others.

"That...is a CelstiaCorp Tech-Flight Glider," Sunset explained. "It's meant to be used by cops and other emergency people to keep trouble in check without having to get bogged down by traffic. And it's also far more manoeuvrable than a police chopper. While brand new in design, it's actually based on the same tech the Vulture used back when he was a supervillain."

 _ _'Yeah, the Vulture...'__ Rainbow thought bitterly. __'Canterlot's first super-jerk...and also my ex's grandpa. Make a guess where she got her attitude from.'__

"That thing looks way more impressive than those crummy old Vulture-wings though," she commented out loud. "Seriously, did you see how fast the glider could turn in mid-air?! I haven't seen the Vulture in action, but I really doubt he could do that."

"Astute observation, Rainbow," Twilight complimented. "While Gruff Tomb's original invention was pretty impressive for its time, science really has come a long way since then. The glider is also far easier to steer than the Vulture-harness, as well as being a bit more agile, can load more ordnance, and has the ability to effectively hover in mid-air. Plus, the engine is far more advanced, letting it fly for far longer without running out of power while also being a lot more environmentally friendly."

"In short: the glider beats the wings every time." Sunset concluded with a proud grin on her face.

The test pilot now performed a perfect barrel roll followed by a full-on loop as if to prove her point. To an outside viewer, it might look like he was just having fun (and honestly, who could blame him), but in truth, he was actually going over a detailed list of moves he had to test in order to evaluate how the machine held up in tense situations.

* * *

The one who had given him that list, as well as the one who also happened to be the original architect behind both the glider and the Rhino, was also watching the demonstration through a glass window connected to the Open Testing Area. However, she was standing in a room a floor above the one where Twilight's group were at.

At first glance, she would appear to be your average run-of-the-mill researcher, with her neatly combed purple hair and white lab coat...until one saw the four long mechanical octopus-like arms coming out of her back, each with a three-pronged 'hand' at its end.

She used one of the arms to pick up her notebook from her coat pocket while she simultaneously used another to reach for a coffee cup sitting on a nearby table. She brought the coffee cup up to her lips and took a sip from it, then used her actual hands to take out a pen and scribble down a few notes on what she had just witnessed.

"Glider: check, Rhino: check. All systems operational and seems to be working perfectly. Ha-ha, looks like I'm ahead of schedule!"

Once she was done with that, the scientist used another one of her mechanical arms to press the button to activate a speaker in order to announce, "Alright, that's enough of a demonstration today! Turn the prototypes off for now and report back to my office when you're done!"

She then let go of the button and said to herself, "Well, that's two things off my to-do list...now only twenty-seven to go. Shouldn't be too hard."

* * *

After hearing that, Twilight looked at her friends and said, "And I guess that's it. Up next, we have the-"

"Wait, wait, wait! Hang on!" Rainbow interrupted while she was frantically trying to take out her camera from her bag. "I didn't get a chance to take a picture of it yet!"

Unfortunately for her, she wasn't fast enough to get it out in time to photograph anything worthy of note due to the fact that the pilot had already flown the glider out of the testing room by the time she had her camera ready.

She did manage to get one picture though...but that one showed only a portion of the machine's left wing and nothing else. Plus, it was extremely blurry.

Dash groaned and muttered "Aw nuts!" while slumping over a bit in disappointment.

Applejack put an arm over her neck and said with a chuckle, "Well, hehehe, I guess you should have taken the pictures when you had the chance then, sugarcube."

Rainbow gave Applejack an irritated pout that honestly made her look more adorable than anything else. "Yeah, rub it in, why don't ya?"

"That's what I'm here for, pardner!" The cowgirl joked with a trollish smile.

"I hate you." Dash muttered under her breath.

"Nah, ya don't."

Rainbow sighed, then turned to Twilight and asked, "Okay, so if I couldn't get any pictures of the coolest thing around here, could you show me the, uh, second coolest thing?"

"You thought __that__ was the coolest thing in here?!" Twilight challenged while almost squealing with excitement. "Boy, are you in for something! Come on, up next: the Bio-Labs!"

* * *

 **Author's Notes**

(Wait, wait, wait, wait! This isn't the ending to this chapter either, isn't it?

Well, as it turns out, improving on a rushed chapter tends to make it a fair bit longer than it originally was. So now I have to split what was from the beginning only __one__ chapter into three.

I'll get the third part out as soon as possible...which, to be honest, I have no idea how fast or slow that would be.

Just...stay tuned.)

* * *

Yes, I choose Sci-Twi instead of regular Twilight. Problem? Honestly, I just like her design a lot more. Plus, this is mainly Equestria Girls inspired overall.

Now, while CelestiaCorp may be inspired by Oscorp, that does not mean that Celestia is playing Norman Osborn, so don't be getting any ideas now. I'm a firm supporter in Celestia being a well-meaning character, and usually get angry when she's portrayed as an evil manipulator in fanfics.

However, that does not mean that all of her employees are as well-meaning or that all of the inventions developed there aren't going to used for evil purposes. I'm sure to you Spider-Man fans out there, some things in this chapter may ring a bell or two for a few classic villains we all know and love.


	3. 1) And Along Came a Spider Part 1 (New)

(Attention! This is the third and final part of the new and improved version of the first chapter. While the original version is still there if you want to read it, only this version is going to be considered canon to the rest of the story.)

 **Episode 1**  
 **And Along Came a Spider…Part 1**  
 **An eight-legged stowaway**

As the name suggested, the Bio-Labs were working with things very differently than Doctor Glimmer's engineering division.

Here, the doctors were studying life itself...and specifically, how to improve upon it.

Fighting deceases, upgrading the human body, or gaining a better understanding of all things living in the world was the goal here...and it was up to the division's eccentric head scientist Doctor Silk Mane and her crew to see it happen.

As Twilight's group entered the clinically white labs in the division, they came upon a much more crowded area than they were in last. Unlike the empty observation room the group were using to see into the Open Testing Area, the Bio-Labs were practically bustling with activity as men and women clad in white coats were coming and going all over the place.

There were, of course, a few more isolated labs around with fewer people in them, including the cold storage nearby where no sane person generally spent much time in, but the main room was about as crowded as a laboratory that size possibly could be.

On the other hand, there was a certain order to this place, a very professional one, that was very unusual for a gathering of this many people. This was a work ethic that the company's co-founder Luna was very adamant about implementing to insure a safe work environment relatively devoid of stress.

A good thing too...at least if Fluttershy had anything to say about it.

While crowded environments were not really her thing (to say the least), the slightly less chaotic nature of the lab helped keep her anxiety down a notch. Plus, unlike the last place they visited, Fluttershy was now completely in her element, and could barely contain her excitement while she gleefully peeked through the many small glass boxes that seemed to be all over this place.

The boxes in question contained all manner of strange things, from mutated toads that were climbing the walls of their cages like geckos, to mushrooms that seemed to be glowing and flickering like light bulbs, to what looked like a strange cross between a rat and a lizard, to...whatever the strange black goo-like organism locked in the large dome-like cage in the centre of the lab was.

At first, the thing looked barely any different than a dark splash of paint, but when Fluttershy got closer to the cage in order to get a better look at it, the goo seemingly came to life and tried to reach for her...only to be stopped by the glass wall separating it from the outside world.

The creature's move was quick enough though that it made Fluttershy jump a little and mutter, "Oh my!"

However, after years of handling strange and sometimes dangerous creatures, including big cats and venomous snakes, the normally shy girl didn't freak out or back away in fright. Instead, she immediately became fascinated by this bizarre life form and got even closer to it.

The goo responded in kind, and frantically tried to reach her with its oily tendrils...even though the glass was clearly prevented it from doing so.

"I see you met the guest of honour, Fluttershy," Sunset commented once she and the rest of the girls had caught up with her.

Without looking away from the black slime, Fluttershy asked, "What is it though? I have seen many peculiar creatures before, but never anything like this."

"That's because there isn't anything on earth even remotely like it for as far as we know." Twilight answered while she walked up the cage.

A bit surprised by that, Fluttershy looked at her with wide eyes, "But...how is that possible?"

"Because..." Sunset began in a slightly more dramatic tone, "...it _isn't_ from this planet at all."

Fluttershy gasped, "You mean, it's a...a...an...alien!?"

Before either Twilight or Sunset had time to answer, Pinkie Pie popped up and shouted, "OH. MY. GOSH! THIS IS AMAZING!"...making the others in her group wince at her tone of voice while also drawing the attention of nearly every scientist in the immediate vicinity.

"What is?" Twilight asked after she had properly recovered from Pinkie's sudden rise in volume.

Pinkie slammed her face straight into the glass dome right next to Fluttershy with the speed of a bullet, nearly pushing her friend out the way in the process.

Though, unlike the reaction the creature had to Fluttershy's presence, when confronted by the smiling face of an overly energetic Pinkie Pie, it quickly retreated to the other end of its cage as if it was afraid of her.

"I've been waiting for this day my whole entire life! I can't believe I'm finally going to host my 'Welcome To Earth' party! That was always the hardest party to plan because I have no idea what food the aliens would like to eat and if something might offend their alien culture or-"

"Uh, I think you will have to postpone on the welcome to earth party, Pinkie," Twilight advised. "As far as we know, the creature isn't even sentient, so it would be like...making a party for a...fungus...or something."

"I'll have you know that I've hosted parties for Gummy, Boulder, _and_ a bunch of garden gnomes one time!" Pinkie proclaimed with a huff. "Trust me, I can handle making a party for a puddle of alien slime or my name isn't Pinkamina Diane Pie!"

"While I have to admit that all sounds pretty fun and all..." Sunset started while gently putting a hand on Pinkie's shoulder. "...there are these, you know, rules, you guys have to follow if you don't want to get thrown out of here."

Pinkie scratched her head while showing a confused expression on her face. "...waaaaait...I don't remember there being a rule against parties...unless I missed something?"

Twilight was about to give her friend a detailed explanation for how exactly Pinkie throwing a party in the bio-labs would be against the company's strict rulebook...but Sunset silenced her with a knowing look, as if to say 'trust me on this', and instead answered, "Well, it _was_ a long list to keep track off, and maybe we forgot to mention that specific rule."

"Oh...well...if you ever change your mind though, Pinkie is definitively the girl for you!" Pinkie relented, still keeping her enthusiasm up though.

"So let me get this straight..." Applejack started, keeping her eyes on the black puddle while maintaining her distance. "...this here goo thingy is supposed to be the first ever proof that aliens exist?"

"As far as we know, yes," Twilight proudly replied.

"Well sorry to disappoint y'all, but I know for a fact that this ain't the first alien I've seen!"

"What the heck are you talking about, AJ?" Rainbow questioned.

"All I'm sayin' is that we've had UFOs fly over Sweet Apple Acres for years...and they keep stealin' our cows every other summer. Heck, Granny once told me that she was taken aboard one of their spacecrafts when she was about Apple Bloom's age."

Dash scoffed, "Yeah, right!"

"It's true," Applejack insisted.

"While stories about alien abductions and UFO sightings are definitively fascinating, I still hold that _this_ is the first concrete proof that extraterrestrial life do, in fact, exist," Twilight settled on. "...not that I'm saying you're making things up, Applejack, I just-"

"Don't worry, Twi, I get what ya mean."

"I don't really see what the big deal is," Rainbow Dash said while she took out her camera and approached the cage. "I mean, it's just a stupid puddle."

Curiously, the creature, after having shown an interest in Fluttershy and a severe disinterest in Pinkie Pie, immediately began to reach out for Rainbow the moment she got close enough...even to the point of completely ignoring the other two humans near it.

"A stupid puddle that really seems to like you, it seems," Sunset noted in surprise.

Rainbow stopped and looked at it, seeing it stop as well when she did so, then she took a step to the left...and it did the same, then she stepped to the right, and the creature did that too.

She then backed away and commented, "Okay...that's freaky."

"Yeah...it kinda is," Sunset concurred. "We don't really know why it seeks out some people and not others...though either way, it's probably best we keep it locked up for now."

"You mean to avoid an 'I have seen enough Hentai to know where this is going' situation or something?" Rainbow joked.

That line made Sunset chuckle a bit...while Fluttershy started to faintly blush a little instead. Thankfully for her, no one noticed that she did so, as that would mean answering a few questions that Fluttershy did not want to answer.

"Well, it's not really like that," Twilight clarified. "Basically, the organism seems to seek out other life forms in order to bond with them."

"What in the hay does that mean?" Applejack questioned, probably being the only one of them who actually kept their distance from the thing.

"It's hard to explain, but it seems that the creature can merge itself with another organic being and become a single more powerful creature. When the goo fuses with an animal for instance, it seems to increase the animal's natural attributes while giving itself several traits of the animal it fused with. This concept is called 'symbiosis', which in simplest terms means when two different organisms coexist for mutual benefit."

"And that's why we like to call this thing...a 'symbiote'," Sunset finished on.

Briefly, everyone took a moment to let this all sink in...until Pinkie Pie decided to ask, "So...you're saying that if it touches me we'll combine to become some kind of Super-Pinkie? THAT SOUNDS AMAZING!"

"Ehh...I don't know if that's a good idea, Pinkie," Twilight answered with a bit of cringe. "It _could_ do that, but right now, we have no way of knowing what _else_ it might do to someone."

Pinkie shuddered at the thought, then took a few steps away from the symbiote. Suddenly, the whole idea didn't sound so appealing anymore.

Fluttershy stayed where she was though, and even mumbled, "...Nature is so fascinating..." to herself as she looked at it.

"Wait a minute!" Applejack voiced. "How in the blooming apples did you find out how this thing worked? Don't tell me y'all let it get on any of you!"

"Oh goodness no!" Twilight immediately rebuked. "We will have to be one-hundred percent sure that it isn't dangerous before we would even attempt to let it come into contact with a human being."

"However..." Sunset started to say, "...there was that one time it got out of its cage and bonded with one of the spiders we were working on. That's when we learned how it worked...and also that, for some reason, if you apply enough high-pitched sound to it, it will force the symbiote to detach from its host."

"Wait, so this thing is weak to loud noises?" Rainbow asked incredulously.

"Apparently. To be honest, we have no idea why."

Fluttershy peaked up at that. "Wait...what about the spider? Is it okay after what happened to it?"

The question made Twilight and Sunset look to each other for an answer. Twilight shrugged and Sunset said, "Well...it's alive. Other than that...I'm not really sure."

With a hand on her chin and a thoughtful expression on her face, Fluttershy mulled it over for a bit, then suggested, "Maybe I can be the judge of that?"

Knowing how, not only caring, but also knowledgeable, her shy friend was when it came to animals, Twilight was more than happy to let her take a look and promptly motioned for the group to follow her as she walked over to a big selection of small glass boxes at the other end of the lab.

Each one of the small cubes had a spider or two inside them, ranging from all kinds of different species. These included, but were not limited to, species in the orb-weaver, wolf spider, jumping spider and even one or two in the tarantula family.

However, if one looked a bit closer (and knew enough about spiders to begin with), one could tell that the eight-legged arachnids in the cages were a bit...'different'...than they were supposed to be. None of them actually looked or behaved exactly as any you would find in the wild.

Fluttershy noticed this as soon as she had taken a good look at them in fact.

"I don't know if it's just me, but, um...these don't look like...well, how do I say this, _real_ spiders. Uh, no offence, spiders."

"Well, these aren't naturally occurring spiders, if that's what you're asking," Twilight explained. "You see, the symbiote creature was discovered inside a meteor that crashed somewhere in the Everfree Forest, and that meteor, as it turned out, gave off a strange unidentified form of radiation. The radiation then began to affect the DNA of nearby animals and plants, thus giving them strange new properties. In fact, most of this lab is dedicated to studying the bizarre life that we found in the forest after the meteor hit."

"Hey, Twilight, you ever heard the phrase 'too much information'?!" Rainbow Dash snarked.

Twilight gave her a dirty look.

Fluttershy meanwhile was looking through the boxes more closely in an attempt to find the one she came here for. "So...um, which one of these was...uh..?"

She didn't actually have to finish her sentence for Sunset Shimmer to figure out what she was asking about. So she calmly walked up to Fluttershy and pointed at a large red and blue-coloured wolf spider.

"That's the one you're looking for," she provided.

A bit awkwardly, Fluttershy muttered a timid "Thanks," and then took a good long look at the spider in question in order to determine whether or not it was in good health.

Most people probably wouldn't be able to tell if a creature like a spider was sick or not...but Fluttershy was definitively _not_ most people.

Not only was she studying to become a veterinarian, but she had also always had this strange ability to understand and communicate with animals on a level that no one else seemed to be able to reach. Heck, she probably understood animals far better than she did people.

That is why when she saw the spider sitting in the corner of its cage with its legs lazily sprawled out on the floor around it, a lot of warning signals began to go off in her head.

"No, this poor little creature is not okay. That alien must have really affected her, because she will need a lot of help as soon as possible!"

"Wait, really?!" Twilight questioned, suddenly sounding a bit alarmed. "What are its symptoms?"

"Well...it seems like she has been, well, drained of energy somehow. She needs to eat something to restore her strength and feel good again, but...wait, I got just the thing!"

Fluttershy took off her backpack and reached into it to get a can of...something? It wasn't labelled. "I'm sure that if she has a taste of this, then she will be back to health in no time."

"Eh...what's that?" Sunset asked suspiciously.

"Oh, it's just some yummy and nutritious food that I give the spiders back home," Fluttershy explained. "It's easy to digest and always makes them feel better. Now, if any of you could perhaps open the cage a bit, I might-"

"Wait, wait, wait, wait, hang on!" Twilight interrupted. "You want me to open the cage of a test subject in a maximum-security lab!?"

"Umm...yes. Is that a problem?"

"Even _if_ we discount the numerous possible dangers of a test subject escaping containment, I'm just an intern, and have no authority over things like this!"

"What if we just, I dunno...just sneak in a little of that food thing in the cage when no one's looking?" Rainbow Dash suggested. "It's only a crime if you get caught, right?"

"You would say somethin' like that..." Applejack mumbled under her breath.

Rainbow heard her loud and clear though. "And what's _that_ supposed to mean?!" she asked while giving Applejack a glare.

"Nothin'," Applejack answered while making a way too obvious attempt to avoid eye-contact with anyone. Lying... _wasn't_ one of her strong suits.

"Actually..." Sunset interjected before that conversation could escalate. "...neither me or Twilight has access to the keys to the cages. Meaning we can't open them even if we were allowed to. Sorry."

"Oh...well...then sorry I asked," Fluttershy muttered dejectedly, her posture now shrunken in disappointment.

"No, you don't have to apologise," Twilight insisted. "You had a perfectly valid concern."

"Then...I'm sorry I said sorry."

Twilight was about to say something, but soon found that she had no idea what to say to that. She then subtly looked at Sunset for help.

Sunset decided to go the easy way out by changing the subject altogether. "Okay! Why don't we, uh...go to the next place? Where was that again, Twilight?"

"Oh, that was the...ehhh...oh, right, the Professor Starswirl Collection! It's just around the corner, so...follow me!" Twilight provided while she started to head for the exit.

At Twilight's insistence, the rest of the group began to follow after her and Sunset in order to continue the extensive tour of the building with the next item on the agenda.

Well...most of them anyway.

When the others were already starting to leave, Fluttershy remained standing where she was. For her, it just felt wrong to leave a poor suffering animal alone without doing anything to help it...especially when she _could_ help it but wasn't allowed to.

Rainbow Dash soon noticed that her friend wasn't going with the other, and excused herself from the group to go back and fetch her.

"Hey, Shy, you coming or what?!" she asked once she had run back to her.

Suddenly, Fluttershy grabbed Dash by the shoulders and said "Rainbow Dash, I need your help!" in an urgent tone.

A bit surprised by that reaction, Rainbow awkwardly asked, "...with what exactly?"

"Remember back in eight grade when you snuck into the principal's office to play a prank on her?"

"Yeah...but what-"

"And that time you and Gilda started to go shop-"

Rainbow immediately put a hand over Fluttershy's mouth before she could finish that sentence, a slightly panicked look appeared on her face while she did so. She even proceeded to lower her voice to a whisper, "I thought we agreed not to mention my...you know...shoplifting days in a public place, ya know?" Then she removed the hand. "Now, can we please not bring that up again and just say what you wanted, okay?"

Fluttershy nodded. "Well...I was thinking that maybe you could, uh...maybe pick the lock on that cage so that I could give the spider a little of...um, this," she stuttered while she held up her can of special spider food. "I'd hate to ask this of you, but could you maybe consider doing this...for me?"

Rainbow scratched the back of her head and looked around nervously. "I dunno, Flutters. I mean, couldn't we get in trouble for...for..."

She was soon however stunned into silence when Fluttershy gave her what Dash could only describe as the single most adorable pair of 'puppy-dog-eyes' she had ever seen. It most certainly didn't help that the one who was giving them to her was the same girl that she just so happened to have a massive crush on.

 _'Damn you, Fluttershy, and your perfect blue eyes!'_ Rainbow inwardly cursed before she decided, "Fine! But you owe me for this, got it?"

She quickly grabbed the can of food out of Fluttershy's hands, said "Cover me and while I get this open", took out her secret lock-picking equipment from her pocket and began to work on getting the cage open.

Fluttershy did her part as well. First by deliberately standing in the way of Rainbow's hands so no one could see what she was doing, and secondly by keeping a vigilant eye on anyone approaching.

It didn't take long for the experienced shoplifter and prankster Rainbow Dash to break through the lock though. And when she did, she quickly opened the can and was just about to pour the food in the spider's cage when a woman's voice suddenly asked, "What are you two doing?!"

The unexpected voice made both teenagers freeze up, with Rainbow spilling some of the food on the floor while Fluttershy's eyes immediately fixed on the woman who was swiftly approaching the two of them with an angry frown on her face.

She appeared to be in her late thirties by the looks of it, and could be easily recognised by her purple and dark blue hair that went down her back in waves. The black suit she was wearing, complemented by a purple undershirt and dark blue trousers, hinted at a business-oriented woman, and her body-language and facial expression clearly spoke of a no-nonsense kind of person. This, coupled with the fact that she was strangely tall for a woman, made her a fair bit intimidating already.

Fluttershy gave her the most innocent smile she could muster, though she felt her confidence wane for every step the woman took towards her.

"Oh, uh, we were just, um...looking at the spiders, and-"

"Step aside, young lady!" the woman ordered with a directness that really caught Fluttershy off-guard.

Out of fear of being caught in the act, Rainbow immediately turned around and stood up straight, all while keeping her arms behind her back to hide the food can she was holding onto.

However...in her haste, she may have forgotten to close the cage after opening it.

Too terrified to defy the woman, Fluttershy took a step to the side to reveal a guiltily-looking Rainbow Dash suspiciously holding her arms behind her back. "Hey, wazzup?" she asked in a lame attempt to keep her cool.

The woman studied her carefully for a second, then turned back to Fluttershy, "What was your friend doing before I came in?"

Fluttershy blushed, "Well, she was just, um, uh...just...um..."

"Taking pictures of the spiders!" Rainbow provided...though a bit too loud.

The woman gave Rainbow a glance, then looked back at Fluttershy again, "Was that _all_ she was doing?"

Fluttershy nodded.

She did not really look like she believed her, but nevertheless, she turned to Rainbow and ordered, "Give me your camera."

"What for?!" Dash questioned.

"Just give it to me!" she insisted a bit more firmly.

Rainbow groaned but did as she was told. She hid the food can in her back pocket, then opened her camera bag and presented the small digital camera she hid inside.

The woman took it off her hands, then didn't waste any time before she began to go through the pictures stored on its memory card. The fact that she did so without asking for permission or explain what she was doing was more than enough to seriously irk Rainbow Dash.

"Hey, what're you doing!? Give me back my camera!" she demanded in a confrontational tone. "Hello! I'm talking to you, Lady!" all while repeatedly trying to reach for it.

The woman easily kept it out of Dash's reach though, and continued doing what she was doing without making any eye-contact with her. "You will get it back in a moment. I just need to delete a few photographs that could potentially reveal company secrets to the public."

Rainbow protested, "What!? You can't do that!"

"Oh, yes, hehe, oh yes I can." she answered with a slightly arrogant chuckle.

"Yeah well...who do you think you are anyway?!"

Suddenly, the woman looked her straight in the eye and bluntly answered, "I am Luna, Vice President of CelestiaCorp, and also head of security in this building. Does that answer your question, Rainbow Dash?"

That response was enough to make Rainbow speechless for a second. Luna's quick and to the point demeanour usually had that effect on people. To say she wasn't big on small talk would be a bit of an understatement actually.

After Dash had processed what she just said though, she soon asked, "Wait, how do you know my name?"

Wordlessly, Luna pointed a finger at the visitor's pass Rainbow had attached to her jacket. That was, the one with her name printed on it.

"Oh, I guess that makes sense."

"Also...I had the immense pleasure of reading through your criminal record before you were even allowed to be here," Luna added in a somewhat sarcastic tone. "A history of pranks, recklessness, shoplifting and trespassing is what I found. Now, surely you can understand my reluctance to allow you access to CelestiaCorp even for just a day. In fact, the only reason I did was because _someone_ gave me an offer I could not refuse."

She handed the camera back to Dash, then levelled her eyes at her and warned, "Do not make me regret that decision."

Rainbow Dash gave her a glare back that almost matched Luna's intensity. "Or what?"

"Or...I can kick you out of this building."

"You can try," Dash warned while taking on a fighter pose. "But don't think I'm going down easy, pal! Judo, Karate, Kung Fu, I know 'em all li-EAAAHH!"

Before she had a chance to finish that sentence, Luna grabbed her by the wrist, pulled her around and easily immobilised the smaller teenager with a tight arm-lock...all without breaking a sweat.

"So do I," Luna revealed with a small proud grin on her face. "Though I mastered all three of them over the course of two decades...which is longer than you have even lived, as a matter of fact."

Rainbow struggled and wriggled as best she could, but Luna's grip didn't budge no matter what, so she gave out a frustrated groan and shouted, "Ouch! HEY! let me go! Come on, man!"

"Your bravado _is_ impressive though," Luna started to say, unheeded. "Reminds me of how I used to be when I was your age. Bold, stubborn, arrogant, rebellious. But that kind of behaviour is not called for here, you understand?"

"Screw you!" was the only response she got from her.

Luna sighed and rolled her eyes.

"Um...Miss Luna?" the diminutive voice of Fluttershy asked, drawing Luna's attention while she still held Dash in a tight grip. "We didn't mean to cause any trouble, Rainbow just isn't the best at dealing with...uh...being confronted."

"You don't say..." Luna replied with a touch of sarcasm.

"But, we'll gladly get out of your hair if you want us too," Fluttershy pleaded, sounding as kind and sweet as she could. "Just...um...maybe let Rainbow Dash go now?"

Luna was about to respond, but then her eye caught a glimpse of her own reflection in the glass of the spider-enclosures next to them. It wasn't clear exactly what she saw in it, but whatever it was, it made the woman freeze for a second where she just stared at the glass wordlessly with an unreadable expression on her face.

Then, she suddenly released her grip on Rainbow Dash, who very much appreciated her newly regained freedom of movement. "About time...oooouch, eh..." she commented soon after, still feeling the sting in her shoulder.

"Very well then," Luna decided. "But don't let me catch you two doing anything suspicious again or I will have to call security, you understand?"

"Understood, Miss Luna!" Fluttershy quickly replied, showing a bright smile on her face to prove that she was sincere about that.

Luna gave her a small nod to show that she believed her, but then gave Rainbow a small suspicious stare just in case.

With a groan, Dash assured, "Fine, I'll stay out of trouble. You happy?"

"We'll see..." she replied ominously.

Then Luna simply turned around and left without another word spoken. She...had a habit of doing so on occasion...especially when she had more important things to deal with.

Not wanting to end up in any more trouble than they were, Rainbow Dash and Fluttershy made sure to hurry up and rejoin the others as quickly as they could.

* * *

...And from there, the day went about as you would expect...

They continued following Twilight and Sunset around, saw even more labs and testing areas, learned of more science-y stuff and cool inventions, tried out a few of them, and eventually finished the day with a late dinner at the cafe on the bottom floor.

The little incident with Luna and the spider was not brought up once during all that time...and that was probably for the best.

However, after all was said and done, and the sun was about to go down, CelestiaCorp was about to close and Rainbow Dash was about to fall asleep at any moment, the girls eventually decided to head on home for the day.

* * *

By the time Rainbow and Fluttershy _finally_ got back to the little suburban district where they lived, Rainbow couldn't stop herself from yawning every ten seconds or so and even had trouble walking straight.

"Finally home..." Dash moaned upon seeing her house in the dead of night. The lights were off, so her parents had likely already gotten to sleep yet. _'Lucky them.'_

"Yes...home..." Fluttershy murmured in agreement, not quite as tired as her friend, but still pretty beat. "So...what did you think about that place? I for one was quite fascinated."

"It was fun at first, I guess, but after awhile...well, I kinda stopped listening," Rainbow confessed while delivering another yawn. "Don't tell Twilight, but I kinda do that a lot when she's talking."

"I...do that too actually," Fluttershy admitted a bit guiltily. "It's not to be rude or anything, but sometimes she can get _really_ into it."

Dash snickered, "Heh, glad I wasn't the only one."

Fluttershy smiled a little at that. For a moment, the two of them just ended up silently standing there...alone on the dark suburban street...with nothing but the sound of nightly birds and crickets filling the air around them.

These kinds of awkward silences were getting more and more common these days, as neither one knew what to say to each other, and neither one would know how the other would react if they did say anything.

 _'We're alone, right? I mean, wouldn't this be a perfect time to just tell her why I broke up with Gilda...or that I kinda have a thing for her...or that those things are related?'_ Dash thought while trying to avoid eye-contact with her crush. _'Arghh...I dunno, it's just too damn complicated, and I'm waaaaay too tired right now to think about this anyway.'_

Interestingly, unbeknown to Rainbow Dash, Fluttershy was also doing the same thing. She just managed to be more discreet about it on the outside. _'Just tell her, Fluttershy, you can do it! Just like we practised in the mirror: come on, say 'Do you want to go out with me?', no, no, no, say 'I love you, Dashie', no, no, that would come on too strong. What about 'I have a crush on you, Rainbow'? No, that's just wrong._

 _Oh, who am I kidding, she wouldn't want to go out with me in a hundred years. I mean, she didn't notice me for the last twelve years, why would she start now? Face it, Fluttershy, it's hopeless.'_

With a sad sigh, Fluttershy eventually said, "I think...I'm going to go home now."

"Yeah, me too," Rainbow agreed while awkwardly scratching the back of her neck.

"Goodnight, Dashie," Fluttershy parted with before she turned around and began to walk for her parents house across the streets.

"Night, Flutters!" Rainbow called back before she went ahead and began to do the same.

Since it appeared that everybody at her place were already asleep, Rainbow didn't bother announcing her arrival and quietly went up to her room instead after having kicked off her shoes and thrown off her jacket unceremoniously on the floor. She knew her parents were probably going to give her a hard time for that, but right now she was simply too tired to give a damn.

Once she reached her bed, she didn't waste a second before she collapsed on it and released an exhausted sigh.

And for a while...she just laid there...looking at the ceiling while she sorted out the feelings that were going through her head.

 _'I was_ that _close to telling Fluttershy everything...and I totally chickened out...twice today! Great work, Rainbow Dash, you are definitively a beacon of confidence...'_ she noted sarcastically. _'And here I thought_ she _was the one with the anxiety problems._

 _Figures.'_

Her eyes then landed on one of her wall posters, specifically, the one with her favourite adventurer Daring Do facing off against the dreaded Ahuizotl himself in an epic stare-down. The title of the poster was 'Daring Do and Ahuizotl's Last Hunt', her undisputed favourite of the Daring Do books.

 _'Man, would be sweet if I could be as cool and confident as Daring Do._ Acting _cool is one thing, but being able to take on whole armies of bad guys with your bare fists and escape the deadliest deathtraps of all time with just your wit and cunning is something totally different. Daring could have easily handled that Luna bitch without breaking a sweat, but me? I just end up making a fool of myself right in front of Fluttershy. Smooth, Dash, smooth...'_

Her thoughts then turned to those wicked flying machines they showcased at CelestiaCorp and her eyes settled on her collection of model fighter-jets she had stacked on her bookshelf.

 _'Of course, when it comes to awesomeness, nothing ever beats flying in my book. Just the thought of being up there, moving so fast, feeling the wind in my face, and that awesome feeling you get in your stomach when you take off. One day...one day I'll be up there, and I'll be the best flyer the world has ever seen!"_

The thought brought a confident grin to her face...but it soon faded as she realised just how unlikely that dream was of ever coming true.

She let out a tired sigh, then collected herself and began to reach for her camera bag. _'Still, I guess the day was not a total loss, I did get some good pics after all...at least if Luna hasn't deleted all of them.'_

However, the moment she blindly reached her hand into the small compartment, she unknowingly started a long turn of events that would eventually change her life forever...for back when she had been too busy keeping eye-contact with Luna back at CelestiaCorp, she hadn't noticed that the mutated spider behind her had climbed out of its little cage and slipped into her open camera bag.

There it had been for the rest of the day, and now when its peaceful slumber had been disturbed by the invading hand, it responded in the only way it knew how...by attacking!

Rainbow gasped as she felt the sudden sting in her hand, and quickly pulled it back out only to drag the spider along with it...which then proceeded to land on the floor and scurry away as fast as its eight legs could take it.

"What the hell?" Dash questioned out loud while she saw the unexpected arachnid run across her floor.

She had no time to dwell on that however, for soon after, a seriously strange sensation suddenly began to creep into the hand where she was bitten.

The feeling was not unlike how Dash would imagine a swarm of bugs crawling underneath her skin would be like, and it did not take long before it started to affect more than just her hand or even just her arm...soon, it was starting affect her entire body.

As the spider's venom spread into every single one of her organs one by one at a pace that could only be described as unnatural, more and more symptoms began to flare up at a rapid pace. Before long, Rainbow was sweating profusely, her face turned beat red, and an uncontrollable shiver began to run through her entire body, causing her to convulse and spasm like a stranded fish for several minutes non-stop.

Suddenly and without warning, she eventually just stopped dead in the midst of her crazy spasms, and quickly turned pale and rigid instead.

In fact, in this state, she couldn't even move at all.

All she could do was stare aimlessly at the ceiling with wide open eyes.

Then...everything went black.

* * *

 **Author's Note**

...And that's the end of the rewrites.

From now on, you will have to read the rest of the story as I originally made it...small alterations aside.

Also, if you're interested, you may want to check out my Awesome Spider-Dash art collection on my Deviantart page. (My username there is 'Reptileman778')


	4. Outdated Prologue (non-canon)

(Attention: This is an outdated version of the first three chapters, and is no longer considered canon. Feel free to skip this one if you just want to get on with the story. However, if you, for whatever reason, want to read the original version, or read the reviews I got on that version, feel free to do so)

* * *

 **Episode 1**

 **And along came a Spider…Part 1**

 **An eight-legged stowaway**

A new dawn was approaching for Canterlot City.

With the opening of the CelestiaCorp Tower, the forward-thinking research company known as CelestiaCorp was on the brink of revolutionising the city, if not the world. While the company had always been one of the greatest pioneers in the scientific community, it had never been as successful as it was now.

As surprising as this may be, the company owed its recent success to a High School student named Twilight Sparkle. Despite being no older than sixteen, she managed to solve an equation that most people would consider to be impossible. And that was just the start of it. After gaining the attention of Miss Celestia, the president of CelestiaCorp, she invited Twilight to work for her for a while.

During the short amount of time she was there, Twilight came up with so many new ideas and solutions to the table that CelestiaCorp gained a massive boost in its success. And after seeing her potential in action, Celestia recruited Twilight to be her personal protégé at the company while its influence continued to grow.

As a personal favour for all of her hard work, Celestia had agreed to Twilight's request that she'd be allowed to bring her best friends to see where she worked. And that…was where our heroine came in.

* * *

In a perfectly ordinary suburban house at the edge of the city, Rainbow Dash was having a pretty good dream that Saturday morning, one that she had no intention of ever waking from. However, the universe had other plans and her peaceful sleep was suddenly disturbed by the alarm clock she had next to her bed.

While the girl was completely under her covers, an arm reached out and lazily tried to find the button to turn off the buzzing clock. Those attempts instead resulted in her accidentally dragging the irritatingly loud object down to the floor, far away from her reach, and that did not make it stop ringing either.

Finally deciding that she had had enough of that horrible noise, Rainbow Dash threw the cover off of her, picked up the clock and finally turned the noisy machine off. The second after it stopped ringing however, she fell back on the bed and let out a loud groan.

With the cover no longer hiding her, one could see that she was a 16-year-old girl with a very athletic frame and well built muscles, and since she, at the moment, wasn't wearing anything more than a tank top and a pair of panties, that was very obvious. She also had messy shoulder-length hair that had almost ever colour of the spectrum, giving it the resemblance of a rainbow (guess where she got her name from).

With the morning pretty much ruined for her, Rainbow slowly took in the sight of her unruly mess of a room. Clothes and a lot of other various objects were scattered all over the floor and just about every wall in it were covered by posters. Most of those posters were either of the world-famous ace pilots known as the Wonderbolts or the fictional character Daring Do. She had reserved a shelf for her big collection of model airplanes, right above her even bigger collection of Daring Do books.

After letting out a big yawn, Rainbow slowly and reluctantly got out of bed.

Getting up at eight on a Saturday was not something Rainbow Dash particularly liked, especially if she had to hear that infernal alarm clock on a day where she was supposed to be able to sleep how long she wanted. But…that visit to CelestiaCorp was today, and not on any of the available schooldays that she could easily do without.

However, as soon as she tried to take a step toward the door out, she tripped on something hard and fell face first into one of the many piles of clothing on the floor.

After groaning again, she turned around to see what exactly it was she tripped on. It turned out to be her pet tortoise Tank, who was groggily waking up after his owner accidentally kicked him.

After realising what just happened, Rainbow sheepishly said, "Morning Tank…"

Tank just gave her a deadpan glare, which was apparently something tortoises could do, or…at least Tank could.

"Yeah…sorry about that."

The sound of someone calling "Dashie, breakfast's ready!" gave her a convenient escape from the awkward staring contest she was having with her pet.

After putting on a pair of jeans and a white T-shirt, Rainbow headed towards the kitchen downstairs where her parents Firefly and Rainbow Blaze were waiting for her.

Firefly was the one who most closely resembled her daughter in physical appearance, and had a similarly messy haircut, a similarly well-trained athletic body, and an attitude that she had kept since she served as a Wonderbolt pilot in the airforce. In contrast, her husband, Rainbow Blaze, was a bit older but a lot more down to earth. And while he could quite often show sings of being extremely lazy, he was actually a very good athlete, who, once upon a time, could compete with the best of the best in world championships. He never won any though. While most of Rainbow Dash's appearance had come from her mom's side of the family, the rainbow-coloured hair that she was named after was definitively something that had come from him. Though his was slowly starting to turn grey.

Firefly had spent most of the morning preparing a breakfast of toast and eggs, but Blaze seemed to have found his issue of the Daily Bugle to be too interesting to even notice it, much to his wife's annoyance. The front page of his paper had the headline 'STARLIGHT GLIMMER AND CELESTIA DISAGREE OVER CITY'S FUTURE' with a picture of two women, both in expensive suits, arguing with each other in a rather uncivilised manner.

However, as soon as Firefly caught a glimpse of her daughter coming down the stairs, she criticised, "That's a bit slow, Dashie. The airforce doesn't tolerate slackers, you know."

"But I'm not in the airforce now, am I?" Rainbow quipped back.

"I'm just giving you some helpful advice. You _do_ want to join the Wonderbolts one day, right?"

The teenager took a seat at the table while she answered, "Sure, but right now I'm going to enjoy my days of free napping as much as I can, or…unless some lame rule demands that I have to wake up this early…on a Saturday!"

"Complaining won't get you anywhere either, you know?"

"Mom, can you stop acting like a drill instructor for five minutes?"

Firefly answered that with a witty grin, making it pretty clear how much she enjoyed making fun of her daughter.

Blaze chose this time to get his attention away from his newspaper and ask, "Did you say it was CelestiaCorp you were going to?"

Rainbow answered "Sure, why?" after taking a bite out of a slice of toast.

"It's just that I've heard some interesting things about that company lately. It says here that CelestiaCorp's next discovery will lead to a new golden age for the city. It's only a matter of time until someone there wins the Nobel Prize I wager."

"Yeah, whatever. They can make their own version of Jurassic Park for all I care, it's not like any of that affects me or anything."

Blaze raised an eyebrow, "Then why did you agree to go?"

"Because all that egghead stuff is something Twilight really cares about…for some reason. Look, Fluttershy, Pinkie and even Applejack decided to go, so that means either I go, or I'm the jerk of the group…again."

"Rainbow Dash, you are not a jerk. Don't even think that." Firefly sternly reminded.

"Sure…and I guess making Fluttershy cry her heart out was because I was a good person?"

"You did no such thing, Dashie. It was Gilda who did that, not you."

"Yeah, but I let it happen! I should have believed her when Fluttershy told me what Gilda said to her, but, what-do-you-know, I just ignored her instead."

Blaze started, "It was only natural for you to side with your girlfriend-"

But the moment he said that particular word, Rainbow reminded, " _Ex_ -girlfriend."

"You know what I mean. Still, if you ever did something wrong, then you simply made a mistake, we all do mistakes."

"I guess…but I promised that I would never let anyone hurt Fluttershy, and breaking a promise is so not cool. Heck, Pinkie always kept saying that that was the fastest way to lose a friend."

Immediately after saying that, Rainbow Dash could have sworn she heard a distant voice shout "Forever!" but wrote it off as just her imagination getting the better of her.

Firefly assured, "You know Fluttershy forgave you for that. Maybe you should too."

"Yeah, maybe I should. Anyway, I've just woken up on the wrong side of bed. Can we change the subject?"

Blaze took the opportunity to ask, "Sure thing. So how are you going to get to CelestiaCorp Tower?"

"Applejack got a truck. She'll pick up Pinkie first, then stop by here and pick up me and Fluttershy. Twilight is already there as far as I know. So…there you have it."

"Right, and when are-"

The sound of someone ringing the doorbell stopped him from finishing his question.

Rainbow immediately said, "That's my cue. Gotta go, bye!" before she hastily put the rest of her breakfast in her mouth and began to run for the door.

Firefly just sighed at her daughter's antics before she turned to her husband and asked, "Why must that girl always be in such a hurry?"

Blaze just shrugged and turned his focus back to his newspaper.

When Rainbow reached the door and opened it, she saw a timid and very skinny girl with long wavy pink hair held away from her eyes by a butterfly-looking hairclip and wearing a white sleeveless shirt and a lime-green skirt decorated with more butterflies waiting patiently in the doorway.

Knowing very well who she was, Rainbow greeted, "Morning, Fluttershy, you ready to go?"

Fluttershy answered, "Oh, um, yes. Applejack texted that she and Pinkie will be here any second and that we should get ready to go. That is…if you don't mind, that is." in her usual extremely shy and timid voice.

"Sure thing, just give me a sec."

After putting on her sky-blue jacket and a pair of shoes, Rainbow followed Fluttershy to the street just outside her house and began to wait for their ride to take them to CelestiaCorp. Only…Applejack seemed to be taking her sweet time before coming over.

Growing slightly impatient, Rainbow turned to Fluttershy and asked, "When did Applejack say she'd come?"

Fluttershy picked up her phone from her pocket and checked the text Applejack sent her before answering, "Um…she said any minute…half-an-hour ago."

"Ah man! What is taking her so long?"

"I guess it might be a little tricky to find your way in this area."

"Well, she better come soon. I did not wake up this early just to stand here and wait."

Fluttershy put a hand on Rainbow's shoulder and assured, "She'll be here, don't worry."

Rainbow would in any other situation argue that she was not worried, just annoyed, but…the soft touch of timid girl's hand had a soothing effect on her and stopped the words from coming out.

For years now had Rainbow seen Fluttershy in a bit of a…different light, so to speak. She really had no idea how or why it happened, but that small change soon turned into a crush that she kept hidden even when she was still dating Gilda. However, she didn't really know what to do with that crush. Fluttershy and Rainbow Dash had been friends for a long time, and if there was one thing Rainbow could never lose above all else, it was her friendship with Fluttershy. She wasn't really sure if she wanted to risk making it awkward or uncomfortable between them if Fluttershy didn't feel the same.

Groaning for the third time that morning, Rainbow took a few steps back and sat down on the front porch of her house before saying, "I'll try to be patient then. But if this takes an hour or more, Applejack is buying me a soda or something."

Fluttershy took a seat next to her and spent a few moments to just...take in her surroundings, look at the sky, or the trees, or the houses. She did that on occasion, especially when there was even the slightest chance that some animal might pop up somewhere.

After sitting there for a few minutes in a comfortable silence, Fluttershy asked, "Dashie…"

Rainbow looked at her, "Yeah?"

"Why are you coming with us? I mean, I thought you hated all these advanced science things."

"It's not just the egghead stuff. Going to town with my best friends is pretty fun in itself…right?"

"Oh, sure. To be honest, that's mostly why I'm going too."

"Really?"

"That and getting a chance to see those strange and adorable animals Twilight mentioned."

"Now, that I can believe."

"Am I really that predictable?"

"Sometimes…but that's mostly me knowing you so well."

After a few minutes of waiting, the familiar sound of Applejack's old truck finally made itself known. And when the slightly rusty car pulled over to her house, Rainbow Dash stomped over to it with the intent on getting some answers.

Two other teenaged girls stepped out of the car as soon as it stopped.

One of them, the driver, had blonde hair that was tied up into a ponytail, with noticeable freckles on her face, a pair of worn out jeans, and her trademark Stetson that she probably never left home without on her head. Her sunburned skin and well-trained body made it pretty obvious she was used to hard work.

The other one was a slightly pudgy but overly energetic girl with a chaotic mess of pink hair that almost resembled cotton candy. Even though it wasn't cotton candy, her hair did have some very strange properties that completely defied any logical explanation. And that didn't only apply to her hair. Her white T-shirt with a heart logo and pink skirt decorated with balloons only brought home how much of an out-of-control party animal she was.

Rainbow Dash quickly got in the Stetson-wearing girl's face and asked, "What took you guys so long?!"

"Well, howdy to you too, Rainbow." She answered in her southern country accent with a hint of sarcasm.

"Uhm...hi Applejack. So why did you take so long?"

"I asked…Pinkie for directions."

The messy-haired girl apparently called Pinkie explained, "Jackie, you said I should tell you the way I used last time I went to Dashie's house, you never said the fastest way. The last time I was kinda lost and tried to buy some ice cream on the way but the store was closed and I looked for another one but that one didn't have any strawberry-flavoured ice cream and I really wanted strawberry but not a single store in town had my favourite flavour and nobody and I mean nobody could come up with a single explanation why and that was when I realised-"

Applejack put a hand over Pinkie's mouth to stop her from talking, mostly to prevent her from going on forever. Then she looked at Rainbow, "I think you get the idea."

"Yeah...I guess." Rainbow answered.

"Anyway, we best be goin' before Twilight wonders where the hay we are."

"Way ahead of you!" Rainbow declared before she entered the back seat of Applejack's truck.

Applejack looked at Fluttershy, who was still sitting by the porch, and asked, "Ya coming, sugarcube?"

Fluttershy scrambled to her feet and said "I'm coming!" before entering the car as well.

However, when it was Pinkie's turn to go back inside, she suddenly froze on the spot while her hair started to twitch, her ears flopped uncontrollably, her eyes fluttered followed by her fingers twirling, and that was followed by an enormous gasp of pure shock.

Applejack raised an eyebrow at her friend's unusual antics, "What is it now, Pinkie?"

Pinkie immediately grabbed Applejack's shoulders and warned, "I don't know how, and I don't know why, but my 'Pinkie Sense' is telling me that something totally and absolutely unexpected is going to happen to someone in our immediate vicinity within the next 24 hours that will change that person's life…FOREVER!...Or I forgot to feed Gummy again. I can never really tell which is which."

"Suuure, if you say so…"

* * *

Deep in the more central parts of the city was the hard-to-miss skyscraper with the words 'CelestiaCorp' written in big all-caps letters. As one might guess, this was the place where most of the work in the company was done.

However, at the bottom floor of the building, there was a simple cafeteria set up for employees and guests alike to take some time off in case they needed it.

Twilight Sparkle was a dark-skinned girl recognised by her dark blue hair with pink and purple streaks in it that was tied up into a bun, as well as her over-sized glasses and lab coat that she brought to work.

She was currently sitting at one of the café tables with one of her colleges and close friends, Sunset Shimmer, another girl about her age with flame-looking red and yellow hair who was also wearing a lab coat.

"So why did you turn him down?" Sunset asked.

Twilight took a sip of a cup of coffee before answering, "Don't get me wrong, I'm flattered that at least someone thought I was dating material, but Flash isn't really my type. Besides, I'm not really looking for boyfriends right now."

The other girl had a teasing smile when she suggested, "Does that mean you're looking for _girl_ friends then?"

Twilight gave her friend a deadpan glare. "Sunset…"

"Well, are you?"

"I am not even going to indulge that question with an answer."

Sunset's grin faded at that, and she took on a more serious tone when she asked, "Are you ever going to let loose, Twilight?"

"And if by 'let loose', you mean 'get drunk, have wild parties or smooch people you barely know' like the stereotype of my age-group would suggest, then no, I'm not."

"No, what I mean is 'hang out with friends and have a life outside the lab', because you really don't seem to be doing that a lot."

"I _have_ friends, and I'm going to show them what I've been working on today."

"Yeah, show them the things _you're_ interested in. When was the last time you did something _they_ wanted to do?"

Twilight tried to answer that, but couldn't come up with anything to say in her defence. She then spent a few seconds thinking it through. When she had reviewed her past behaviour thoroughly, her brain suddenly went into overdrive.

Then she started to rant, "This is a disaster! How could I not have noticed it sooner?! I turned down most of Pinkie's parties just because I was too busy studying, the same with nearly all of Rainbow Dash's sport matches, then I didn't help Fluttershy at the animal centre because I was too busy with my research, and I couldn't even spend one day helping Applejack with her family's apple trade! They must all think I'm a geeky, unsocial nerd who cannot even bring herself to care about anything besides my research, that I cannot even bother to care about what they want, what they think is fun! What if they won't forgive me?! What if they all decide to…"

Sunset, in an attempt to stop Twilight from rambling on, said, "Twilight."

"…And then I'll get too distracted at work thinking about what a terrible friend I am so that Celestia will have to fire me for not doing my job! I cannot…"

"Twilight."

"…But what if I can't?! I have to-"

"Twilight!"

That immediately shut her up, and she soon noticed that her rant had gained the attention of just about everybody in the cafeteria. A blush appeared on her cheeks while she nervously faced them and said, "Sorry."

She then looked back at Sunset and asked, "I…had one of my episodes, right?"

"Pretty much."

Twilight sighed, "Sorry, I know I shouldn't overreact like that all the time, but…it's hard not to at times."

"It's just your OCD playing up, no need to make a big deal out of it."

"Wait, are you saying I shouldn't worry about my unhealthy worrying?"

Sunset just now realised the irony of her advice and awkwardly answered, "Uhmm…something like that."

"All right, but about my friends…"

Suddenly, Pinkie literary appeared out of nowhere, sat down on an empty chair at their table and asked, "What about us?" All in less than four seconds.

Both Twilight and Sunset jumped at the sudden arrival of the hyperactive girl and let out a simultaneous scream of "Aaaaaaah!"

"'Aaaaaaah!' yourself, but that doesn't really answer my question, silly."

After taking a moment of careful breathing to recover from the unexpected encounter, Twilight answered, "Well…we were just talking…about…things. So are the others here or is it just you?"

Pinkie ran back to the entrance to the cafeteria where Rainbow Dash, Fluttershy and Applejack were standing before hugging all three of them very tightly while shouting, "WE'RE ALL HERE!"

"Oh, good, I'll be with you in just a moment." Twilight said before looking back at Sunset, who could only stare at Pinkie blankly with a slack jaw.

"What…how…what?" Sunset mumbled while trying to comprehend exactly what she just witnessed.

Twilight simply shrugged and explained, "She is just being Pinkie Pie. Don't even bother trying to understand it. Believe me, I've tried."

Sunset blinked a few times before finally saying, "I'll take your word for it."

Twilight then looked over to the new arrivals, "So you guys want a cup of coffee or something?"

Rainbow answered, "No, I'm good."

"Sorry, sugarcube, but I'm rightly anxious to get this thing goin'." Applejack replied.

Fluttershy added, "I…had a cup just this morning."

Pinkie revealed, "My family forbade me from drinking coffee."

The others gave her a weird look and Applejack questioned, "Uhmm…and why is that, exactly?"

"They just didn't want a repeat of what happened last time. I don't really see what the big deal is though…"

Twilight then rose from her chair and walked over to her friends before saying, "All right then, I suppose we should get on with the tour, I guess."

Sunset followed suite and took a moment or so to inspect the group in front of her with an analytical eye.

After working out who was who, she greeted, "Welcome to CelestiaCorp. I'm Sunset Shimmer, Twilight's lab partner. And if I had to guess, you would be Rainbow Dash, Fluttershy, Applejack and Pinkamina Diane Pie."

Pinkie immediately corrected, "It's just Pinkie, only mom and dad call me Pinkamina."

"Good to know…Pinkie."

Rainbow questioned, "How exactly do you know our names?"

"Oh, Twilight has told me all about you guys, and I've been looking forward to meeting you all in person."

Applejack declared, "Well, it's rightly nice to meet you too, Sunset. Any friend of Twilight's is a friend of mine."

"Likewise, Applejack."

Twilight suggested, "So…should we begin the tour?"

With quick agreements from the guests, Twilight and Sunset began to show the group some of the various labs and operations in the building.

* * *

The first area they visited was the mechanical engineering storage, filled with various state of the art machines that could revolutionise everyday life in a lot of ways. Mechanical prosthetics to replace lost limbs far more flexible and usable than ever before, the ability to fly at high speeds without the need of a plane or helicopter, and even full-body suits capable of increasing the strength of the one wearing it.

Applejack shared some sort of interest in those applications, especially with how they could make working at her farm so much easier, especially for her ageing grandmother. Pinkie was more interested in the potential 'fun' one could have by using them, which quickly lead to Twilight making it very clear that the inventions were not to be used carelessly. Fluttershy however, wasn't particularly interested in machines and quietly waited for them to move on.

Rainbow Dash was a bit interested in knowing how the flight tech could be used, especially since her lifelong dream was to be able to fly…as a pilot or otherwise. However, that was the only thing she found moderately interesting in this place. She honestly just wanted the tour to be over, but she kept that opinion to herself.

* * *

As they moved on to the Bio-labs, Fluttershy very quickly regained her excitement. After Twilight told her about the numerous animals and other life forms CelestiaCorp were studying, Fluttershy couldn't wait to see them up close.

The Bio-labs were filled with glass cages containing everything from mutated animals to unidentified plants to…whatever the mysterious black goo in one of the cages was.

Sunset Shimmer was standing next to the glass dome that contained the odd black organism when she explained, "This strange black slime must be my favourite specimen in this room, I guess that might be because I really cannot explain just what on earth it is. While it lacks all the traits associated with the animal kingdom, it is confirmed to house some sort of direction or even intelligence. Best of what we can tell, it is some form of…symbiote creature. It bonds with another living being and shares traits both to and from the organism it bonds with, and it seems to actively seek out potential hosts."

Applejack questioned, "Doesn't that mean that the darn thing could try to infect one of them scientist workin' here?"

Twilight clarified, "It is a possibility, yes, but we've made sure that the symbiote is kept inside a sealed container at all times. However, there was that one time it escaped into the spider enclosure and came into contact with one of the super-spiders."

Sunset continued, "We got them separated by using the creature's apparent weakness to loud noises, but it had already absorbed some of the spider's DNA. That was also when we realised that it was symbiotic."

"What about the spider, did that creature hurt it?" Fluttershy asked worriedly.

Twilight scratched the back of her neck while answering, "Well…we're not really sure."

"Maybe I can be the judge of that."

"Oh, okay."

Twilight guided the others over to a large collection of small glass cages containing a spider of some kind in each. Then she pointed at a rather large spider that was coloured brightly red and blue, "That's the one that was affected. She was one of several spiders to exhibit strange aberrations in their genes due to exposure with an unknown form of radiation."

Fluttershy took a good long look at the strange spider to see if it was indeed in good health. Being a veterinarian in training, she could read animals on a level few could even come close to, and the way the spider was just sitting in the corner with its legs lazily lying on the floor sent out a lot of warning signals in her head.

"No, this little creature is not okay. She needs some serious help soon. Why don't I take her home just for one night and she'll come back as good as new in the morning?"

Twilight's face dropped when she answered, "I'm sorry, but the rules are very clear that no specimen is allowed to leave the building without permission. I'm afraid I have no choice in this matter."

Fluttershy looked down at the floor dejectedly while mumbling, "Okay…sorry I asked."

"Oh no, don't be sorry. You had a completely valid concern."

"Sorry for saying sorry."

Having no idea what to say to that, Twilight tried, "Uhmm…I forgive you?"

"Okay."

A long and rather awkward silence followed, and Sunset eventually thought that it was her duty to end it by urging, "All right, let's move on."

Pinkie exclaimed, "Indeedely! Where are we going next!? Is the next place just as fun as the last ones?!"

"I guess it might be. Follow me."

Sunset began to lead the group to yet another part of the building, but Fluttershy was frozen on the spot, and she was still staring at the sick spider with a sad look on her face.

Rainbow Dash, who had been too uninterested to listen to the science lecture, became concerned when she saw the expression on Fluttershy's face.

Not willing to see her best friend look so miserable, Rainbow asked, "Fluttershy, are you okay?"

Fluttershy suddenly grabbed Rainbow by the shoulders and said, "You have to help me help that spider!"

"What are you talking about?"

"Remember that time when you broke into the principal's office to play that prank on her?"

"Um, yeah. But what does that have to do with-"

"And the time you broke into that shop to-"

Rainbow suddenly put a hand on Fluttershy's mouth before whispering, "I thought we agreed not to mention my…you know…shoplifting days." Then she removed the hand, "So can you please stop reciting my criminal record and get to the point?"

Fluttershy nodded and pointed at the spider's cage, "All right, I want you to use your lock-picking skills to open that cage so that I can take care of the poor sick spider. That is…if you don't mind."

Rainbow looked around nervously, trying to see how many eyewitnesses there were around. Most of the local scientists seemed to be too busy to pay attention to them, and Twilight had started some kind of conversation with Sunset while Applejack was trying to keep Pinkie from disturbing the scientists.

She then turned back to Fluttershy and asked, "Won't we get into…you know…trouble for this?"

"But we can't just leave her here and get even sicker. Come on, please…"

Any semblance of hesitation to what Fluttershy was suggesting faded when the pink-haired girl just looked at her with those big adorable puppy dog eyes. Rainbow Dash's only known weakness.

With a cocky smile forming on her face, Rainbow said, "All right then, cover me while I get this thing open."

Fluttershy knew what to do and positioned herself with her back to the spider enclosures, simultaneously keeping an eye out for trouble while also standing in the way of Rainbow's hands while she fished out her secret lock-picking equipment and started to work on getting the lock on the cage open.

Eventually, she broke through the lock and began to slowly open the glass wall keeping the spider from freedom.

However, just before she could tell Fluttershy that she got it open, a woman's voice suddenly asked, "What are you two doing?!"

That voice immediately made both of them freeze on the spot out of fear of getting caught in the act. And very slowly, the two of them turned to face the one who asked that.

It turned out to be a fairly tall woman in her late thirties in a black suit with long dark blue, or maybe purple, hair that went down her back in waves. However, the part about her that made Fluttershy and Rainbow most uncomfortable was the disapproving look on her face.

Fluttershy tried to explain, "Well, we were just…looking at the…um…spiders and-"

But the woman quickly interrupted, "Please don't lie to me, young lady. I know how to tell the difference between truth and lies."

Fluttershy tried to hide her face behind her hair and was a bit too scared and embarrassed to say a word. Rainbow meanwhile closed the cage and removed the lockpick she used to get it open as quietly and inconspicuously as she possibly could.

The woman took their silence as answer enough and groaned, "Ughh…I don't even know what my sister was thinking when she allowed a bunch of tourists enter our most secure facilities without anyone keeping any oversight over them. Now tell me what you two were doing to the specimens before I call security."

Her attitude did not sit well with Rainbow Dash at all, and she soon got right in the woman's face while asking, "And who the hell do you think you are, huh?!"

Rainbow's brash questioning did not faze the woman at all, and she calmly answered, "I am Luna, Vice President of CelestiaCorp, and who, might I ask, are you?"

"Listen well, because I'm Rainbow Dash, the one and only, and I don't appreciate people berating me or my friends!"

"You want some piece of advice, Ms Dash: Subtlety. If you keep shoving your face into every single thing that annoys you, you're more likely to end up with a punch in the face or worse. Besides, that look of confidence is a lie in itself. Better you put on a mask, that way nobody would be able to tell your true weaknesses."

"You're just making that up! I'm not scared of you, and I don't need a stupid mask!"

"Maybe not a literal mask, but you better learn how to…" she suddenly trailed off when she caught a glimpse of her reflection in the glass of the spider enclosure. Luna could not put her finger on it, but she definitively noticed something off about the person looking back at her.

However, with no intention of making a fool of herself in front of everybody, Luna abruptly said, "Just move along, you two, but don't let me catch you doing anything suspicious again. Got it?"

Neither teen said anything to that and just watched as Luna turned on her heel and left them alone. When Fluttershy gave Rainbow a questioning look, the rainbow-haired girl just shrugged before the two of them went to regroup with the others.

However, what they didn't realise was that the spider was no longer in the cage. In fact, during the time Rainbow was preoccupied paying attention to Luna, the spider had climbed out of its cage and up onto her arm. The arachnid was now sitting on the Rainbow's back and she had no idea that it was even there.

* * *

Oblivious to the secret stowaway, Rainbow Dash continued the rest of the day as she expected. They went to see a few more labs, listened to more lectures from Twilight and Sunset, and by the end of the tour, Rainbow Dash was on the verge of falling asleep.

Eventually though, Twilight called it a day and they all decided to get some dinner at a restaurant just across the street from the CelestiaCorp building.

Admittedly, they all had a great time there. With all the science (or egghead stuff as Rainbow called it) out of the way, Rainbow Dash could finally go back to talking about the things that _she_ found interesting. Namely the one thing she actually had in common with Twilight Sparkle: their mutual love of Daring Do.

"No way Ahuizotl could survive that!" Rainbow exclaimed after the news Twilight just told her.

But Twilight simply shrugged and said, "A.K. Yearling announced that he would be the main villain of the new book, so he must have survived somehow."

"But it makes no sense. I mean, the guy had an entire pyramid crash on top of him. _That_ you don't walk away from."

"You wouldn't expect such an iconic character to just get killed off that easily, did you?"

"I suppose not, but what's the point in having him die in the first place if he's supposed to come back in the sequel?"

The rest of the group was just staring at the two of them while waiting for someone to change the subject. Since none of the others had ever read any of the Daring Do books didn't they have the faintest idea of what they were on about. Pinkie _pretended_ to understand though…for some reason.

Eventually, Sunset got roped into their conversation and said, "I just don't see what the big deal is. I mean, isn't Daring Do just an Indiana Jones crossed with Lara Croft who is somehow a talking pony with wings?"

Rainbow argued, "Not when you put it that way! Daring Do is so much more than that. Daring Do is excitement, adventure and awesomeness. And no, the series is _not_ just for kids."

"I guess you're right about that, but I just can't see _why_ so many adults find that series interesting. I mean, the characters are _ponies_ for crying out loud."

And the debate went on. Rainbow Dash and Twilight defended their interest in adventure stories with 'pony-Indiana jones' while Sunset Shimmer kept a certain degree of scepticism about the whole thing.

Eventually the subject changed to Applejack's concerns about a pair of business men calling themselves the Flim Flam brothers, who had repeatedly tried to swindle Applejack's family's farm away from them. Apparently, the Flim Flam brothers had been supported by an anonymous benefactor to take over the apple business from the Apple family. While Applejack was sure they were up to something suspicious, she had no evidence to prove anything.

After that, Pinkie Pie decided to lighten up the mood by bringing up yet another party she was planning. Apparently, it was her pet alligator (long story how she got her hands on one of those) Gummy's birthday next week, and she wanted to invite all of her friends to his party. However, she assured the others that she wouldn't try to throw any last-minute after-birthday parties that could potentially clash with any surprise birthday parties her friends might or might not have been planning for her. No one wanted a repeat of what happened _last year_.

After the six of them had spent about two hours at the restaurant, give or take, they all agreed to call it a night and head home. Twilight Sparkle and Sunset Shimmer both lived in the more central parts of the city, so they could easily get home on their own. The rest of them had to rely on Applejack's truck to get where they wanted to be.

By the time the sun had set, Applejack had already gotten Pinkie to her home at the edge of the city and was just now reaching the suburban district where Rainbow Dash and Fluttershy lived. Though, without Pinkie Pie's guidance, it actually took even longer for Applejack to find the place where they lived.

* * *

When they finally arrived at Rainbow Dash's house, Applejack turned to her two remaining passengers and announced, "Well, it might have taken awhile to find this place, but at least y'all are here now."

"Well, thanks for the ride anyway." Rainbow said while she and Fluttershy stepped out of the car.

Applejack said "Anytime!" and waited for Fluttershy to close the door before she began to drive home, leaving them at the same place she picked them up that very morning.

After spending a few moments not doing anything but just standing there, Fluttershy noted, "Well, it's been…nice to get out and see all those things today."

Rainbow turned to her and said, "Yeah, I suppose. And…I'm sorry I couldn't get that spider for you."

"Oh, it's okay. I guess I was a bit wrong in trying to take her away."

"So…now what?"

Fluttershy let out a big yawn, "I'm feeling a bit tired. I think I'm going to bed."

"Well, good night then, Flutters."

"You too, Dashie."

With that said, the two of them parted ways for the night. Fluttershy walked over to her mom's house, which happened to be the house across the street, while Rainbow Dash herself returned to her own home.

Feeling rather exhausted after everything that happened during the day, Rainbow Dash didn't even bother saying hello to her parents and immediately headed to her room and shut the door behind her. And as soon as she got there, she fell on top of her bed with the intention of getting some much-needed nap time.

While she was lying there, her eyes wandering over the posters on the walls, she thought back on the goals she had set out to reach at some point in her life.

The Wonderbolt posters were there to remind her of her lifelong dream of one day being able to fly. She knew becoming a pilot would be the most realistic way of ever doing that, but in truth, she wanted far more than that. She wanted to be able to soar through the air without a dome of glass separating her from the outside world, to feel the wind slam against her face while she moved faster than the eye could see. But, what were the odds of that ever happening?

Her other posters were of Daring Do, who she admired for being such a fearless and completely unstoppable hero who would go to the ends of the earth to do what she felt was right. That was also something Rainbow wanted, but no matter how 'awesome' she claimed to be, she knew she wasn't strong enough to go around being everyone's hero in the real world.

However, the things Rainbow Dash conceived as reality was about to be tested forever.

After a while, she noticed a strange tingling feeling on her wrist and curiously moved her arm to eye-level to see what it was. But when she saw a fairly big red and blue spider walk on top of her hand like that, she reacted like any other person would have.

She panicked.

She frantically shook her wrist to make the invading arachnid hopefully fall off, but her attempts did little more than annoy it. And when a venomous spider felt threatened, there was always one thing it could do. It sank its fangs right through the skin of her hand and poured its venom directly into her bloodstream.

It didn't take long before Rainbow Dash began to feel the effects. She started to sweat profusely, an uncontrollable shiver ran through her body, causing her to convulse and spasm like crazy until she felt extremely sleepy all of a sudden. No matter how hard she tried, she could not prevent herself from slipping into the state of unconsciousness.

As her forced sleep took hold over her, a massive change was going on inside her very genes, one that was going to change her life forever.

That was how it all began…that was the event that would give rise to the Awesome Spider-Dash!

* * *

 **Author's Note:**

So after writing nothing but 'Legend of Zelda' stories for three years, I decided to try my hand at a MLP Friendship is Magic/Spiderman crossover.

After seeing the 'Amazing Spider-man' film and its sequel recently, I just couldn't stop imagine what it would be like if Rainbow Dash played the role of Peter Parker (Yeah, I know my imagination is a bit weird sometimes). But when I started to ponder the idea for awhile, I realised an issue with doing that.

The problem was that spider-man's (and his villain's) powers wouldn't really feel that special in a world where one third of the population can use magic and another third can fly. So that is why the characters are humanised.

Just to clarify: the Twilight that appears in this story is based on the human version from 'Friendship Games'.

Oh, and if you're wondering where Rarity is, I can assure you that she _will_ most certainly appear in this story...sooner or later.

And by the way, yes, this is definitively a Flutterdash story. And before anyone says that a romance would be completely unnecessary for a superhero story like this, let me just point out that I haven't seen anything Spiderman related that didn't have a romantic subplot in it. Granted, those can go from horrible (Mary Jane in the original film trilogy) to brilliant (Gwen Stacy in Amazing Spider-man and its sequel).

Why Flutterdash though? Well, Flutterdash is my favourite Rainbow Dash ship, simple as that. I was a little tempted to have it be Twidash mostly because human Twilight really reminded me of Gwen Stacy for some reason. But…I eventually felt like Twilight could play a different role in this story. You'll see soon enough.

Hope I got your interest, and I would really appreciate some feedback if that isn't too much to ask.

* * *

BTW: this story is also up on my FIMfiction account.


	5. 1) And Along Came a Spider Part 2

**Episode 1**  
 **And along came a Spider...Part 2**  
 **Waking up at the Wrong Side of the Bed...** _ **literally**_

If Rainbow Dash had to describe this particular Sunday morning in one word, it would be…'weird'.

The first thing she noticed when she returned to the waking world was just how completely wrong everything felt. For some reason, she could feel not just the things that she physically touched, but _everything_ around her. She couldn't explain it, but she could sense every single furniture in the room, every single piece of clothing on the floor, every poster on the walls, and even the subtle breathing of her pet tortoise as he slept quietly.

Things only got stranger when she opened her eyes to see what was going on.

 _'Wait...is the bed...on the ceiling?'_ Well, that was her first thought as soon as she saw the state of her room. However, after readjusting her eyes a bit more, she noticed that it was not just the bed. The whole room appeared to have been turned upside down.

 _'Okay…I guess I'm still dreaming…'_ she briefly considered...until another thought crossed her mind, _'But wait, this isn't what I'm usually dreaming about, is it? There's usually a lot more flying or a lot more Fluttershy. Also, this really doesn't feel like a dream at all really...'_

After releasing a yawn and letting that concept sink into her head for a moment, her eyes suddenly shot open and she began to look around frantically.

It was then she noticed something far more disturbing.

It wasn't the room that was upside down, it was _herself_ who was.

Somehow, Rainbow Dash was clinging onto the surface of the ceiling with nothing but the tips of her fingers, a feat that should not have been physically possible. Even more unbelievable was the fact that she had been _sleeping_ in this position. To top it all off, she had no memory of how she even got up there in the first place.

 _'Wait, what in the actual fu-'_

However, when she tried to regain some control in her (apparently very sticky) hands, whatever holding her glued to the ceiling suddenly vanished, and like some clichéd cartoon gag, she fell face first into the bed below…probably damaging a few springs in the mattress when she landed.

After letting out a slightly pained groan, Rainbow slowly and steadily sat up straight and thought, _'That was weird...'_

Suddenly, she felt a sharp tingle buzz at the back of her head, and for some reason, she instantly knew that whatever that tingle was, it was warning her about something next to her bed.

Without even thinking about what she was doing, she sprang up into the air like a grasshopper and latched onto the nearest wall in less than a second. Just like how she woke up that morning, she was now supporting her entire weight onto the surface with just her feet and the tips of her fingers.

The next thing she knew, her alarm clock began to ring in the exact location the strange tingle had tried to warn her about. Only…the warning came a full five seconds _before_ it began ringing.

Baffled by all of this, Rainbow Dash just stared at the alarm clock as if it was completely alien to her. After all, humans usually couldn't stick to walls like they were made of flypaper, and neither could they react to things before they even happened using strange body sensations.

Well...Pinkie Pie could do something very similar, but everyone who knew her had agreed that that girl was immune to the laws of physics.

However, that gave Rainbow a very disturbing idea on what was going on with her.

 _'Am I…turning into Pinkie Pie?!'_

That thought was quickly discarded though when she heard her father shout, "Dash, are you gonna turn that off anytime soon?!"

Realising that the alarm clock was still ringing, Rainbow jumped from the wall and landed on her feet in the middle of the room with little to no difficulty. She didn't even feel any vertigo from doing something like that.

She walked over to the small table next to her bed and tried to push the button on the alarm clock to turn it off, but instead of doing that, she somehow managed to accidentally smash it into pieces. Staring in surprise at the broken remains of her ancient nemesis, the only thing she had to say was…"Wow."

Granted, she had no love for that clock, but destroying it was not her intention. Now she probably had to pay for a new one, not to mention explain what happened to the old one.

 _'Okay, seriously, what the hell is happening to me?!'_

Things did not turn out any better when she attempted to leave the room either. When she tried to pull the door open, she instead ripped the doorknob straight out of the door. Not only that, but the broken off doorknob was now stuck to her hand like superglue.

Dash tried desperately to use her free hand to pull it off, but it was not budging no matter how hard she tried.

Then, with no warning whatsoever, the titanium grip she had on the object loosened while she was still trying to pry it off, ultimately resulting in the severed doorknob flying like a projectile out of her hands and right out of her bedroom window, shattering it in the process.

* * *

At that exact moment, Vinyl Scratch, a girl with purple shades and spiky blue hair was passing through the street outside, loud electronic music blaring into her headphones while she bobbed her head obliviously to what was happening around her.

But when she felt something hit her shoulder at high speed, she winced in pain and began to look around for any sign of what it was. She then saw a strange metal object on the ground next to her, picked it up, shrugged, put it in the pocket of her white hoodie and continued on her path as if nothing happened.

* * *

Rainbow Dash's parents on the other hand were not _so_ nonchalant about what just happened.

When Firefly heard the unmistakable sound of glass shattering, she decided to immediately head upstairs and see what on earth was going on. She was then met with the sight of her daughter flashing her a nervous smile with a broken window and an even more broken alarm clock in the background.

Firefly was not amused...and she made that clear by crossing her arms and giving her daughter a stern glare.

After an awkward staring contest that lasted a few more seconds than Rainbow Dash was comfortable with, Firefly asked, "What happened?"

Truthfully, Rainbow was as confused as her mother was, probably even more so. But…she really felt the need to come up with some kind of excuse, no matter how lame it was.

"Uhmm…I think some kid was playing...uh…baseball and…one of the balls…hit the window...and the alarm clock too."

"Uh-huh…" Firefly answered unconvinced.

"Yeah, that's totally what happened. I think it might have been Scootaloo and her friends. You know how those three are."

Firefly's eyes narrowed while Rainbow's forced smile grew, "...And there's nothing you're trying to hide something from me, right?"

"Nope, not hiding anything, promise!"

"Funny, because that's _exactly_ what you said when you _promised_ you weren't shoplifting last year."

No way out now, she had no choice but to explain exactly what happe…

"Hey, do you think there is any broccoli left in the fridge? I'm starving!"

…or not.

Rainbow's completely out of nowhere question caught Firefly off-guard, "Huh, what?"

But Dash didn't explain herself at all, and instead walked past Firefly like she was in a hurry, leaving her mother with a truly puzzled and confused look on her face.

Downstairs, Rainbow Blaze was once again reading the latest issue of the Daily Bugle in the kitchen. This time, the headline read, 'NOTORIOUS CRIMINAL GRUFF TOMB (AKA THE VULTURE) HAS BEEN RELEASED FROM TARTARUS INSTITUTE', with a prison photo of an old man with a scarred eye looking bitterly at the camera.

The middle-aged father put down his newspaper when he noticed Rainbow Dash head from her room upstairs straight for the refrigerator. He raised an eyebrow though when he saw her open it and began to frantically search for something inside.

"Good morning, Dash," Blaze greeted. "You're up early, especially for a Sunday. Did you forget to turn off the alarm clock? And what _was_ that ruckus just now?! It sounded like a window broke."

Rainbow Dash was so focused on whatever it was she was looking for that she didn't catch a word of what her father just said. Instead, she took out a package of broccoli and one of Blaze's home-made blueberry pies. Most of the time she hated pies with a vengeance, but today...was a bit different.

When Rainbow Blaze saw Rainbow Dash put her odd choice of breakfast on the kitchen table and messily devour both broccoli and pie alike as if she hadn't eaten in years, he cautiously asked, "Um, Dash...should I be worried?"

With a mouthful of blueberry pie, Dash looked at him and questioned, "What do you mean?"

"First of all: blueberry pie and broccoli do _not_ go well together, and secondly: when have you _ever_ liked pies?"

She swallowed what she had in her mouth and paused while she considered that. "Since...this morning, I guess..."

Blaze's eyes narrowed suspiciously.

When she saw his glare, Dash asked, "What?"

"Oh, I don't know, is it so wrong for a father to be concerned about his teenage daughter suddenly waking up at strange times and having bizarre food cravings?"

It took her a moment to figure out what he was getting at, but when she did, she immediately clarified, "What, no, it's not that!"

"Really...?"

"Look, I would know if I ever did... _that_. And besides, the only person I've ever done it with is Gilda...and last time I checked, _she's a girl!_ "

"And...you're sure about that, right?"

"What are...ewww, dad!"

He held his hands up, "Sorry, sorry, just had to make sure."

"I'm. Not. Pregnant. Seriously, I'm not."

"Okay, okay, I believe you. But...then what _is_ going on with you this morning?"

Dash shrugged, "Not a clue."

Rainbow Blaze slowly raised his newspaper to hide his face in an attempt to break the awkward tension between them. It didn't work, and in fact only made it even more awkward.

The tension was making Dash just a bit uncomfortable, so she decided to try to break it by changing the subject. "So...uh, anything interesting in the news lately?"

Blaze showed his daughter the picture of the old scarred man on the front page and answered, "Apparently, Gilda's grandpa has been released from prison."

"Wasn't that the loon who dressed up in that silly bird-costume and robbed a bunch of banks?"

"That's him. I remember back when I was just a young boy and kept hearing stories about the insane bank-robber dressed as a green vulture. Canterlot's very first super-villain...back in the sixties...the good old days. But...I guess that's all in the past since he hasn't been seen in that costume for more than twenty years now."

"Sure seems like that attitude of his is genetic though," Dash commented with a hint of bitterness.

Blaze put down the newspaper again and looked her in the eye, "Is this about Gilda again?"

"Yeah, it's about Gilda! She was a total bitch to all of my friends, _especially Fluttershy_ , and then she goes around telling everyone that I'm a selfish jerk and blames me for breaking up with her!"

"Just...please let that go. You can't stay bitter about her forever."

"Well, until the day comes when she falls on her knees and begs Fluttershy for forgiveness, I'm still going to be angry with her."

"You know that's not healthy, Dash. I'm not telling you to forgive her, but-"

"But nothing! Can we just stop talking about this?"

"Not to sound childish, but you brought her up."

"Whatever, I'm going out for some fresh air."

Dash hastily got up and left her plate and what was left of her unorthodox breakfast on the table before she grabbed her blue jacket, put on her shoes and left through the front door. Rainbow Blaze sighed but decided against reminding his daughter to put away her plate.

After stepping out of her house, Rainbow Dash decided to put her thoughts of her botched relationship with Gilda aside by exploring these new powers that she had suddenly woken up with.

Already, her strange sensory ability made her feel just about everything in her surroundings, up to and including the wing beats of the tiny mosquito that was just about to land on her neck. Within the blink of an eye, she managed to squash it with her hand in mid-air behind her back without even looking.

She slowly opened her hand again to look at the remains of the dead insect. And her immediate reaction was to brush the remains off with her other hand while making a slight disgusted noise.

 _'I really should think before I react to that,'_ she noted for future reference.

Already, her ability to sense things in her surroundings intrigued her, but that was just _one_ of her new abilities.

 _'Okay, let's see what else I can do...'_

She rubbed her hands together, bent her legs slightly and focused on the roof of the house in front of her. With her destination in sight, she jumped five metres up into the air and landed on the house's roof without breaking a sweat. Her feet's new ability to stick to things made sure she didn't slip and hurt herself, and it seemed to work even though she was currently wearing shoes. (To be honest, I have no idea how that works)

With a goofy smile on her face for accomplishing such a feat, Rainbow declared, "Now _that_ was cool!"

Out of curiosity, she walked over to the edge of the roof, got down on her knees and lowered her head to take a peak through the window below. From there, she could get a perfect upside-down view of...Fluttershy's bedroom?

The moment she saw the girl she had a crush on brush her long pink hair while staring into her mirror... _while only being dressed in a wrapped up towel_ , Rainbow Dash immediately turned her eyes away and stood back up.

She closed her eyes and clenched her teeth, _'I know it's tempting, Dash, but just...don't, just don't, just don't.'_

However, her presence did not go unnoticed, as Fluttershy happened to hear a sudden noise by her window that struck her as a bit odd. Curious, she walked over to the window, opened it and asked, "Hello, is anybody there?"

 _'Oh crap!'_

The moment Rainbow Dash heard Fluttershy's voice, she panicked and jumped over to another house as quickly as she could in order to avoid a potentially very awkward situation.

When she had stayed there for almost a full minute and was sure that Fluttershy hadn't seen her, Rainbow released a breath that she apparently had been holding for all that time. However, the fact remained that she had effortlessly jumped from one rooftop to another without even thinking, and that was an impressive feat in itself.

Still, Rainbow Dash was an athlete and always prided herself in exceeding her own limits, and with these new super-powers, her limits were completely unknown to her.

 _'Time to change that.'_

In the suburban district where she lived, the houses were lined up next to each other for quite a long distance, and as Rainbow took in the sight, a smirk formed itself on her face. Ordinary athletes would use plain running paths or more realistically doable obstacle courses, but as of this morning, Rainbow Dash was _not_ 'ordinary' any longer.

She started off with a short sprint in order to get enough momentum, and then she jumped off the roof she was on and landed on the next one without any difficulty. But she did not stop there, for as soon as she landed, she started to run and eventually jump to the next one, and the one after that, and the one after that, and then she decided to keep doing it for a while.

Not only was her jumping distance improved, but also her stamina and especially her speed. And as she got more into the act of jumping from roof to roof, she got a little more daring and tried some things she hadn't even attempted before. Dash could barely believed it when she effortlessly performed a back-flip in mid-air and landed perfectly on her feet on the next roof. It was just too surreal.

After only 20 minutes of roof-jumping, she felt the need to up her game a bit. After all, she wouldn't be _Rainbow Dash_ if she didn't test her absolute limits on a daily basis, and this time was no exception.

The ideal place for this came into view when she was beginning to approach the more city-like area of Canterlot where the buildings were starting to get just a little bit taller and were starting to be made of concrete.

She spotted a five story building at the very edge of the suburban district where she lived. The building was remote, with flat even walls, not too tall or too short, and there were not that many people around (not too surprising considering how early in the morning it was).

 _'Perfect.'_

She ran over to an out-of-view wall at the side of the building and sized up the distance from the ground all the way to the top. While certainly not the most impressive building in the city, it would be more than enough for a test run.

Rainbow began by putting her right hand on the solid surface, then followed by the left one, and then followed by both of her legs so that she didn't have to touch the ground anymore. That was the easy part. Now she had to do something a little more impressive than just hanging onto a wall.

She detached one hand from the surface and moved it a step further up, then she did the same with the other while her legs followed suite. Before long, she was actually climbing further and further up the wall. Good thing she wasn't that afraid of heights.

What started out as a calm steady climb gradually turned more into a dash up the building as Rainbow increased her pace. Soon enough, she was practically running up the wall on all four. The abundance of adrenaline in her blood was higher at that moment than it had probably been in her life...and she was already an adrenaline junkie.

 _'Oh my gosh, of my gosh, oh my gosh, can't believe I'm actually doing this!'_ she thought while she climbed.

When she finally reached the top, she didn't just climb up, instead she jumped four metres into the air, performed a somersault and landed perfectly on the roof with her hands rather than her feet. She was now holding her weight up from the ground with just the tips of her fingers, but she'd already done something like that, hadn't she?

Feeling even more daring, Rainbow Dash took two of her fingers from both hands off the ground, then she pulled back the thumbs as well. But she had not quite reached her limit just yet, and she even went so far as to remove her right hand completely, thus proving that she could lift herself up with nothing more than the tips of the two fingers that were still touching the ground.

 _'Man, this is unreal...'_

After experiencing the world upside-down for a moment, she flipped back to her feet, standing once again like a normal person.

When she stood at the top of a building she had literally climbed up on, she felt more like she was on top of the world. From this vantage point, she could see almost the entire city, and with the rising sun in the background, it was truly a sight to behold.

Filled with a joy she hadn't felt in ages, Rainbow shouted "THIS. IS. _AWESOME!_ " as loud as she possibly could.

* * *

In a small apartment in the very same building Rainbow Dash had just climbed, Octavia, a young woman wearing a black suit with a pink bow-tie and straight black hair was playing on her cello in perfect harmony. Her eyes were closed as she allowed the peaceful classical music to calm her senses.

That was until she heard someone shout "THIS. IS. _AWESOME!_ " from what must have been her roof, prompting her to open her eyes and let out an annoyed groan.

If there was one thing Octavia couldn't tolerate, it was distractions. So she calmly put down her cello, walked over to the only open window in the room, closed it, got back to her original position and picked up her instrument once more. But before her bow could touch the string of her cello, her peace and quiet was disturbed once again when her roommate/girlfriend Vinyl Scratch slammed open the front door loud enough to nearly give Octavia a heart attack.

She sharply turned around to face the blue-haired intruder and gave her a death glare for disturbing her peace and quiet for the millionth time. Vinyl responded to that with a slightly guilty smile.

Octavia really did love Vinyl, but at the same time, she kept asking herself how a mute girl could possibly be so...noisy?

Determined to know the answer to that, Octavia questioned, "Vinyl, why can't you ever open the door like an ordinary person?" in her overly posh English accent.

Using a series of elaborate hand gestures, Vinyl signed, 'It's more fun my way.'

"More fun for _you_ maybe. I'm not entirely sure if _I_ enjoy it as much."

'I have to be loud somehow' Vinyl signed in addition to pointing at her throat, hinting at her damaged vocal chords.

"I think the chaos that you consider to be music is loud enough."

Vinyl responded to that comment by mockingly sticking out her tongue at her.

Octavia rolled her eyes, "Oh do grow up. In any event, did anything interesting happen while you were out and about?"

To answer her question, Vinyl fished out Rainbow Dash's doorknob from the pocket of her hoodie and held it up for her to see.

With a raised eyebrow, Octavia asked, "Is that a...doorknob?"

Vinyl nodded.

" _Why_ are you carrying around a doorknob?"

Vinyl shrugged.

* * *

 **Author's Note**

Fun fact: This chapter was originally about twice as long, but I felt that it was becoming a bit too long, so I split it into two chapters instead of one.

Yes, Vinyl is mute in this story, which isn't too hard to imagine considering the fact that she hasn't spoken a word in the show even once, not even in the episode where all the other background ponies started talking. I find it a bit odd that there aren't that many fanfictions where she is mute though.

Also, I added some subtle, as well as not-so-subtle, hints about what might happen or who might show up in future chapters. Can you spot them? Feel free to tell me by posting a review in the little box below.


	6. 1) And Along Came a Spider Part 3

**Episode 1**

 **And along came a Spider...Part 3  
** **Wait, spiders** _ **don't**_ **shoot webs?**

Twilight Sparkle lived in a small apartment downtown that she shared with a fairly young boy named Spike. While they had no blood relation, Twilight and Spike considered each other brother and sister, and had done so for years.

Abandoned at a very young age, Spike had no knowledge whatsoever about his biological parents, and neither did anyone else. However, when he was around five years old, he was adopted by a young couple by the names of Night Light and Twilight Velvet, and they decided to raise him alongside their own children Shining Armour and Twilight Sparkle. While Spike never really connected with Shining all that much, he grew especially close to Twilight and even volunteered to be her 'number one assistant' when she needed one. Even when Twilight was forced to move to an apartment in the big city to be closer to her new job at CelestiaCorp, Spike chose to move there with her.

While the choice to relocate to the city was the most logically sound one, Twilight still preferred her old home in the suburban district where most of her friends lived. The only friend she lived remotely close to now was Sunset Shimmer, who lived just a few blocks away. Even her pet owl Owlowiscious couldn't come with her. Long story short: he didn't really like the city, and was now currently living with Fluttershy and her other animals.

While the distance to most of her friends and her favourite owl was certainly not what she had in mind, Twilight's greatest challenge however was trying to adjust to the stressful and hectic environment of central Canterlot. The crowds, the rush, the city noise and all those subway stations to keep track of were really starting to get on her nerves.

Still, it was a small prize to pay for becoming Miss Celestia's personal protégé and being allowed to work at one of the greatest science companies in the modern world. She secretly wished though that the CelestiaCorp building hadn't been positioned in one of the most hectic parts of the city.

However, no matter how chaotic things might become outside, Twilight knew that her bedroom was always a peaceful sanctuary. In fact, her room was the complete opposite of the disorganised mess Rainbow Dash lived in, and had everything organised to the extreme.

The first clue to how different their rooms were was the fact that the only thing Twilight had on her walls was a map of the periodic table over her bed…and nothing else. The rest of the room also gave a completely different impression. Bookshelves loaded with tons and tons of books made up most of the living space, and if anyone else lived here, that would become quite a mess. However, Twilight kept every single book in its proper place at all times without exception. First, they had to be put into the proper category, and once there, they had to be placed in perfect alphabetical order unless chronology said otherwise. If a book was not where it belonged, then that could only mean that Twilight was currently reading it or had loaned it to someone else.

Her desk was also very clean and polished, with the only objects on it being the mouse, keyboard, computer screen and a few somewhat out of place framed photographs. One of those was a family portrait showing herself, her brothers Spike and Shining Armour, their parents Night Light and Twilight Velvet, and even Shining's wife Cadence, all smiling at the camera.

The second picture was of herself and her circle of friends all dressed up for Nightmare Night, with Pinkie Pie dressing up in a chicken costume, Rainbow Dash cosplaying as Daring Do, Applejack looking like a walking scarecrow and Twilight Sparkle wearing a get-up to make her resemble a Roman soldier. However, Fluttershy was nowhere to be seen and instead there was another girl in her place with expertly curled purple hair who was dressed up in a tight black catsuit outlined by white fur and also had a black eye-mask on her face.

The third and final photo was of Twilight and Sunset Shimmer receiving an award from Miss Celestia herself for their entries into a science fare a while back, very goofy smiles were plastered on both teen's faces.

The photos were there to remind her of the people that she cared about, and to make sure she didn't become so absorbed in her research to completely forget about them...again. Granted, she felt a little guilty for not having a picture of Fluttershy, but in her defence, Fluttershy wasn't really comfortable with people taking pictures of her, and she especially didn't feel comfortable leaving her home (or her room for that matter) at Nightmare Night.

Sunset's suggestion yesterday to pay more attention to her friends was something that had been on her mind, and she was determined to make things up sooner or later.

However, at the moment, Twilight was fully absorbed in her research into something called the 'Decay-Rate Algorithm' (whatever _that_ was), her focus being on the screen of her computer...and nothing else.

Which was why she jumped slightly when a knock came…from her window. Only…her apartment was on the seventh floor, so how could anyone possibly be knocking on her window?

Twilight did the most rational thing she thought she could do: write it off as her imagination and continue her work.

But…when the knocking returned, and a little louder and more impatient this time, she couldn't ignore it any longer.

What she saw when she turned to look at it though, was not something she expected, and had to do a double take to make sure she wasn't just imagining things.

Rainbow Dash was just…there, in her window, looking at her with a slightly impatient glare. How and why she was there, Twilight could not explain, but she could read Rainbow's expression as 'Can you open the window already?', and she decided she might go ahead and do just that.

With a slight hesitation in her moves, Twilight got up from her computer chair, walked over to the window and slowly opened it inwards.

As soon as it was open, Rainbow Dash said "Took you long enough." while taking a seat at the edge of the window in a surprisingly carefree manner considering she was at the risk of falling seven stories down and splattering to her death on the pavement below if she leaned back too much.

Twilight took a few steps back, "Um, hi Rainbow. So why are you coming through…my window?"

"I don't really like stairs."

"Understandable, but...how did you even get up there? I mean this is on the seventh floor and I haven't seen any fire escape ladders on this side of the building or..."

"Yeah, yeah, I know. But that's the thing. Look, something strange has happened to me, and when I mean strange, I mean really, really, über-strange."

Twilight immediately began to worry, "What is it? Are you sick?"

"I don't know about that, but…I think it will a be a lot easier to show you."

"Show what?"

"Ooh, you'll see..." Rainbow answered ominously, her eyes showing a certain smugness that Twilight was not sure she liked.

She stretched her neck muscles a little and rubbed her hands together in preparation before she jumped from the window, flew clear across the room, and latched onto the ceiling directly behind Twilight's head.

She had moved so fast that Twilight could barely follow her movements, and when she turned around to come face to face with an upside-down Rainbow Dash looking at her with that cocky grin, her eyes widened to the size of dinner plates while she backed away slightly.

Somehow, the girl in front of her was sitting on her ceiling, an act which, according to Twilight's very science-oriented brain, was against the laws of physics. And yet, she was still doing it.

"How…how…ho…how are you DOING THAT?!" She finally blurted out after a few moments of bewildered staring.

Rainbow casually answered "Pretty neat, huh?" while she crawled across the ceiling, down to the far wall, and finally back down to the floor, at which point she stood up straight and leaned her back against the wall.

"Since when could you do that!?"

"Since this morning. Get this, I woke up on the ceiling with no memory whatsoever of how I even got there in the first place. And that was far from the end of it, I can do even more stuff than just climbing walls."

"Really?! What else can you do?"

"I am strong enough to lift myself up with just _two fingers_ , I can jump about twenty metres at a time. Heck, by jumping from rooftop to rooftop, I got through three city blocks in ten seconds flat! Also, I can kinda feel things in my surroundings, and sometimes I get this weird tingle at the back of the head that warns me about...stuff."

Twilight's glasses slowly slid down her nose while her mind was trying to process what she had just heard and witnessed. Her mind coming up with at least a billion questions she felt the need to ask Rainbow Dash about. But for now, there was only one question that really mattered.

"How exactly...did this happen?"

Rainbow scratched the back of her neck, "Weeeeell...that's kinda why I'm here actually. I figured you'd be the one to ask about this."

After pushing up her glasses, Twilight sat down at her computer chair and put a hand on her chin as she was trying to figure out an explanation.

"Have you ever experienced any similar abilities before?"

"No, can't say I have."

"And you just...woke up like this?"

"Yep!"

"Now let's see..." Twilight mused, "Uhmm...sudden exposure to alien radiation? Not likely. Unusual genetic mutation revealing itself through adolescence? Possible, but way too sudden. Or maybe...wait a minute! Maybe that visit to CelestiaCorp yesterday could have something to do with this? But what could you possibly have been into contact with there that would give you these...abilities?"

Suddenly, a light bulb lit up in Rainbow's head, "The spider! It must have been that weird spider that did this!"

"Spider? What spider?"

"Oh, right, Fluttershy is probably going to use 'the stare' on me for telling you this, but during the tour of the Bio-labs, or whatever that place was called, Fluttershy begged me to help her unlock one of the spider-cages and let her take care of that spider she kept moping about. Being such a _loyal_ friend, I agreed, and was halfway about to open the thing when-"

Twilight suddenly shouted, "You did WHAT?!"

"I was about to open the cage to the..." she trailed off when she noticed Twilight glaring at her.

"Do you have any idea how much trouble the both of you could have ended up for that?!"

"Look, I can't resist it when Fluttershy uses those adorable puppy dog eyes on me...And I did _not_ just call her eyes 'adorable'. Seriously, I didn't."

Twilight didn't really get what the big deal was and asked, "Rainbow, what's so wrong about-"

But before the conversation could potentially get awkward, Dash got back on topic. " _Anyway_ , before I could get the spider out, that bossy lavender-haired woman in the black suit got in my face and asked me what we were doing. Things got a bit...tense, but it worked out in the end."

"Are you talking about Luna?"

"Yeah, I think that was her name. Ya know her?"

"She's my mentor Celestia's younger sister. She owns about half the company. We have worked together a few times on a couple of projects, but I don't know her that much personally."

"Does she always have that attitude?"

"She is a _bit_ less jovial than her older sister, but from what I've been told...well, she's been through a lot. Neither of them really likes talking about it."

"Touchy subject?"

"I guess so. All I know is that it had something to do with one of Luna's childhood friends, I think his name was Sombra, but I'm not sure. Anyway, I digress, what happened after the encounter with Luna?"

"Oh, well, nothing special really. We gave up on getting that spider out and continued the day pretty much as it happened. However...when I had gotten home and was about to take a nap, the spider just appeared on my hand and bit me. I...don't remember anything after that until I woke up this morning."

"So if I got this straight...you got all these abilities from...a spiderbite?"

"I suppose I did."

Twilight's brow creased as her brain tried to come up with some sort of explanation for this whole thing. But eventually, she came up with one theory that could make some sort of sense.

"Alright, I think I may have an idea as to what happened to you."

"Yeah, and..?" Rainbow urged.

"The spiders that we're studying at CelestiaCorp are not exactly...ordinary, to put it mildly. All of them were exposed with a strange form of radiation that emanated from a meteor that crashed into the Everfree Rainforest about a year ago. It was also from the very same meteor that the 'Symbiote' organism originated from. The radiation mutated the DNA of the spiders and enhanced some of their abilities beyond what normal spiders are physically able to do. And my best guess is that those enhanced abilities must have somehow transferred over to you through the venom of the affected spider. While nothing in our research have ever suggested such a transfer to be possible, it is a possibility that, if the spider that bit you was the one that came into contact with the symbiote, the symbiote could have given the spider the ability to transfer genetic traits from one organism to another, and that is how this particular spider could have given you these abilities."

Rainbow Dash just stared at Twilight with a dull expression for a moment before she said, "You lost me."

Twilight simplified, "The spider had super-powers that it somehow gave to you when it bit you."

"Oooooh, now I get it. Wasn't that a lot easier to say?"

Twilight Sparkle released a very audible sigh and rolled her eyes.

"What? It's not my fault this egghead stuff goes over my head." Rainbow argued.

Twilight turned her attention to her computer and Googled after a picture of the species of spider that bit Rainbow Dash. While it was impossible to find a good enough picture of the exact species, she settled for a close relative and enhanced it.

Rainbow Dash took a good look at the picture. It certainly looked similar to the one that bit her, but something was off. "Wait, I remember the spider being red and blue, not brown."

Twilight explained, "This is a picture of an ordinary Wolf Spider, the one that bit you was not, let's say, 'ordinary'. After being exposed to the meteor, they changed colour...among other things."

"Like what?"

"A wolf spider is a fast and strong hunter. Unlike most other spiders, they don't use elaborate web traps to capture their prey, and prefer to just chase them down instead. They're a very common group of spiders and can be found basically everywhere. However, the 'super-spiders' we're studying are something else entirely. Somehow, the mutation had altered them to be faster, stronger and far more agile than they were before."

"Meaning?"

"They could outrun cockroaches easily, and believe me, cockroaches are _fast_. They could lift several times their own weight, and if that wasn't impressive enough, they could even jump better than jumping spiders...who can jump really far. Also, while spiders _can_ climb on solid surfaces, they cannot do so on completely smooth things like glass, the super-spiders _could_."

"So because the spiders had those powers, I have those powers?"

Twilight nodded.

"That's cool, but...what about the strange tingling thing?"

"Well, all spiders can feel vibrations in the air through the hairs on their bodies. That way they can sense moving things in their surroundings. The super-spiders have a version of that ability that is about a hundred times more sensitive. That and the fact that their enhanced reflexes made it feel like they could predict the future sometimes. Sunset liked to call this the...'Spider-Sense'."

"Spider sense, huh? Has a nice ring to it."

"And there you have it. Increased speed, strength, agility, reaction time, the ability to climb on walls and sense objects in your surroundings. I got to say, those are some fascinating changes, almost makes me wish _I_ was the one bitten by that spider." Twilight then realised something, "Wait...where did that spider go after it bit you?"

Rainbow Dash was about to answer, but stopped herself when she realised that she had no idea.

* * *

Meanwhile...

Fluttershy was beyond excited when she found the red and blue spider she tried to save at CelestiaCorp wander around aimlessly on the pavement just outside her house.

After letting the arachnid climb up into her hand, she said, "I am so glad that I found you, you poor, poor thing. My name is Fluttershy, and what might your name be? I think I will call you 'Fuzzy Legs', do you like that name, Fuzzy Legs? I can tell that you do, and I'm sure you will become good friends with the rest of my cute little animals. Now let's take you to your new home and I will find a nice little snack for you to feed on."

* * *

Back at Twilight's apartment...

"Not a clue." Rainbow Dash finally answered.

Twilight contemplated just what the consequences of what that could mean, and because she was Twilight Sparkle, the results quickly turned dire. "Oh no, no, no, no, no, this isn't good, this could be a potential disaster!"

Rainbow raised an eyebrow, "And why is that?"

"Just imagine what would happen if the spider bit someone else, or even a bunch of people! And what if every one of them started to have the same powers you have?! Too many variables! TOO MANY VARIABLES!"

When Twilight was beginning to hyperventilate, Rainbow grabbed the other girl by the shoulders and shook her hard enough to shut her up, nearly making her glasses slide off her face in the process.

Rainbow flashed a grin and assured "Relax, Twilight. My 'spider-sense' is telling me that there is absolutely _nothing_ to worry about, Hakuna Matata."

After readjusting her glasses, Twilight gave Rainbow a deadpan look, "You just made that up."

Rainbow winked and confessed, "Guilty as charged."

"Rainbow Dash, can you take things seriously for once?" Twilight with a slightly frustrated undertone in her voice.

"Of course I'm taking things seriously, but that doesn't stop me from making jokes about it. You know what Pinkie always says: laughter is good for the soul!"

"There are times to be funny and there are times to be serious, and the fact that right now, a mutated spider is potentially giving random people super-powers, is not a laughing matter!"

Rainbow crossed her arms and asked, "...And freaking out about it is going to help...how exactly?"

Twilight tried really hard to answer that, "Well it's, I suppose, but spider, super-powers, have to...fine, I guess you're right, stressing out about it is not helping anything."

"See? You worry too much."

"Maybe..." Twilight concurred uneasily.

An Idea suddenly popped up in Rainbow Dash's head, "Sooo...now I can do stuff that spiders can do, huh?"

"More or less. You can use the enhanced abilities of the super-spiders, not the things that-"

Rainbow interrupted her by saying, "Then that means that I can do..." before she dramatically pulled her arm out, aimed it at the far wall and shouted, "...THIS!"

Nothing happened.

She shook her wrist a little and tried to do the same thing again, "I mean: THIS!"

Still, nothing happened.

"Ah, come on!"

Cue crickets chirping.

Not one to give up easily, Rainbow tried to do it a few more times, each with the same result. The more she tried though, the more she started to shout increasingly odd things, such as "FIRE!", "NOW!", "WEBBING AWAY!", "SPIDER POWERS ACTIVATE!", "SHAZAM!" and "RAINBOW OF POWER!"

While she was doing this, Twilight was left staring at her with a completely baffled and confused look on her face. And she was not the only one though.

Spike, the only other resident in the apartment, a boy about 14 years old with spiky green hair wearing a purple hoody, heard the unusual amount of noise from Twilight's room and went to investigate. When he opened the door to her room, he did not expect to see Rainbow Dash pointing her arms all over the place while shouting a bunch of gibberish.

Now equally baffled as his adoptive older sister, Spike asked, "Rainbow Dash?! What are you doing here? And...what exactly is it that you're doing?"

Without turning around to face him, she answered, "I'm trying to shoot webs, Spike!"

That answer only made him more confused. "Shoot...webs?"

"Yeah, you know, like spiders do."

Twilight facepalmed and clarified, "Rainbow Dash, first of all: spiders don't _shoot webs_ , they weave it slowly. Secondly: wolf spiders _don't_ spin webs like other spiders. And thirdly: even _if_ the ability to 'shoot webs' was given to you through the spiderbite, you would not be doing it from your hands."

"Oh yeah, and where exactly would I shoot webs from?"

Twilight gave her a serious look, "Do you really want to know?"

"Yes..." Dash answered hesitantly.

"Spiders produce webbing from the dorsal end of their bodies."

"Translation?"

"The web come from their backsides."

That answer immediately made Rainbow's eyes open wide while she became very uncomfortable. "So...you're saying that I have to shoot webs from... _my butt?_ "

"Thankfully no. You can also be glad that you haven't grown additional legs or transformed into human-spider hybrid or something."

"Gee thanks for those nightmares." Rainbow added sarcastically.

"Sorry!"

"Still, it would have been cooler if I could shoot webs though."

After having listened to Twilight's and Rainbow's conversation about, well, whatever they were talking about, Spike asked, "So what exactly is going on here?"

Twilight answered, "Rainbow Dash got bitten by one of the mutated spiders I was studying at CelestiaCorp and now she has all sorts of new abilities."

"Really? Like what?"

Dash answered that by leaping off the floor and attached herself to the upper walls in the far corner, keeping herself up with a hand and foot on each wall. She then crossed her arms and said, "Climbing walls, super-strength, faster reaction speed, faster speed in general, increased agility, aaaaand I'm still as awesome as always!"

Spike's eyes widened in amazement while he exclaimed, "HOLY NEW PERSONAS! You're like a comic book superhero or something!...unless this is another dream." He quickly perished that thought though when he realised, "Nah, Rarity's not here, so it's obviously not a dream."

Twilight gave her younger brother an unreadable look and asked, "Wait, are you seriously dreaming about her every single time you sleep?"

He blushed and scratched the back of his neck nervously, "Maybe not... _every time_ , but its...eh never mind, forget I said anything."

"It's nothing to be ashamed of, Spike, you're not the only one to dream about someone you care about." Twilight assured while dreamily staring into nothing.

That look did not go unnoticed by Rainbow, and she didn't hesitate to tease, "Really, and who is that _you're_ always dreaming about, Twilight?"

Twilight silently thanked her dark skin for hiding her blush while she nervously answered, "What?! No! I didn't say I dreamed about someone!"

"You...don't really have to. So who is it?"

"Let's not get sidetracked here!" She said a little too loudly to avoid suspicion. "I believe we were talking about Rainbow Dash's...change."

Spike frowned a bit before he noted, "Hey, you got me to tell you who I secretly had a crush on, now you got to tell me who you have a crush on!"

"Spike, your crush on Rarity was hardly a secret to begin with, even _she_ knew about it. But...I guess you do have a point, there is no point in denying the fact that I have a crush on somebody, and you have every right to know who it is."

Rainbow urged, "Come on then, spill it!"

Twilight gave her a stern look and said, "I said I would tell Spike, _not you_."

"What?! How's that fair?"

"Well, _you_ refuse to tell who you have a crush on, so why should I?"

Twilight's logic was irrefutable, and Rainbow Dash didn't like it, so she groaned and muttered, "Fine, have it your way."

Spike however raised an eyebrow and asked, "Wait, are you telling me you _don't know_ who Rainbow Dash has a crush on?"

"Um, no. Should I?" Twilight questioned.

"Seriously? Isn't it super-obvious at this point? How could you possibly not know?!"

"Hey, I'm not _that_ obvious!" Dash defended.

"Yeah, you are." Spike insisted in a deadpan tone.

Twilight finally answered, "I guess I'm not that good at spotting crushes. Wait a minute, Rainbow Dash has just received superpowers and we're talking about CRUSHES!? Aren't there more important things to talk about?"

Rainbow Dash climbed up on the ceiling and crawled over to the middle of the room where she sat down (up?) and let her head fall down to Twilight's level, only upside down, causing her rainbow-coloured hair to hang down freely.

Once she had gotten in this position, she gave Twilight an upside down grin and questioned, "Really? And what more is there to talk about?"

Twilight then had an idea, "Well, you said you wanted to be able to shoot webs."

"Yeah?"

"While it might not be possible for you to produce natural webbing like a spider, I might be able to give you the next-best thing." She then turned to Spike and said, "Spike, can you find me the boxes from CelestiaCorp titled 'Project Arachnid' and bring them to the workroom?"

The boy actually saluted and replied, "I'm on it!" before he headed off.

Twilight looked back at Rainbow, "Follow me, I want to show you something."

Intrigued, Rainbow dropped down on the floor, even twisting her body in such a way that she landed on her feet while doing so. She then followed the teen genius to her designated 'workroom' where she usually performed most of her odd science experiments.

About half of those projects were basically 'homework' from her job at CelestiaCorp, while the other half were just her curiosity and boredom getting the better of her. With the resources of one of the leading research companies in the world backing her up and a very high IQ scale, there was barely anything Twilight Sparkle couldn't create if given the right motivation.

By the time Rainbow Dash and Twilight reached the room, Spike was already waiting there holding a box with the words 'CelestiaCorp' written on it. After receiving an approving nod from Twilight, Spike put down the box on her work table, and she quickly reached into it and picked out a small pistol-looking object that seemed pretty high-tech.

After getting a feel of holding the peculiar object, she showed it to Rainbow and explained, "This is called a 'Cobweb High Trajectory Launcher' or 'Webgun', and was designed by me and Sunset Shimmer as a way to harness the remarkable strength and stickiness of a spider's webbing. While the spider that bit you was a wolf spider, the webbing in this device was harvested from a species of orb-weaver spider that was also affected by the meteor radiation. However, this time, the mutation caused the spiders to not only produce far more webbing than usual, but that webbing was also a bit stronger than usual. We eventually found a way to store large quantities of the webbing in very small capsules that could release it with quite a remarkable force at the push of a button. One of those capsules is embedded in this device."

After seeing both Rainbow Dash and Spike stare at her incomprehensibly, Twilight sighed and said, "This webgun is loaded with spiderweb and can be used to shoot webbing with."

Now the two of them understood what she was talking about and let out a collective "Ooooh..." in understanding.

"Anyway, the webgun can release very strong threads of cobweb that flies faster than the speed of sound and is strong enough to stop a fighter jet at full speed if enough force is backing it up. A single capsule can also contain enough webbing to go on for months of constant usage."

Rainbow picked up another webgun from the same box and toyed around with it a little. She began to toss it around and catch it repeatedly, and she even picked up another one and began to juggle with them. She normally wasn't the best at juggling multiple objects at the same time, but with her spider sense and enhanced reflexes, she could probably do this in her sleep.

"Cool, these things doesn't even weigh anything." Dash commented after a while.

Twilight began to explain, "Well, they were designed to be lightweight. Also, with your enhanced strength, your perception of what is-"

Instead of listening to what Twilight was telling her, Rainbow Dash aimed one of the guns at the far wall and pulled the trigger with no warning given whatsoever. In under a second, a long thread of condensed webbing shot out of the barrel of the gun and attached itself to the wall like super-glue.

Twilight nearly jumped out of her skin and sharply turned to face her reckless friend, "What do you think you're-"

But before she had a chance to finish that sentence, Dash began to shoot around with both guns wildly, sending threads of cobweb flying all over the room faster than the eye could track. Twilight and Spike both quickly got behind a nearby desk to avoid getting hit by any of it. While Spike got out okay, a sling of webbing got stuck in Twilight's tied up dark-blue hair.

By the time Rainbow Dash was finished 'testing' the webguns, Twilight's workroom was a complete mess, with almost every available surface covered in sticky webbing, and that included the walls, objects and even the ceiling. Suffice to say, it would not be fun for Spike and Twilight to clean it up.

This also made Twilight's barely contained anger very understandable when she stomped from her hiding place, got in Rainbow's face and shouted, "RAINBOW DASH! What the hell do you think you're doing?!"

Rainbow nonchalantly answered, "Just testing these things out."

"Couldn't you have done it _somewhere else than my workroom_!?"

"Hehe, sorry about that. I guess I got a bit..." She trailed off when she got a glimpse of her friend's web-covered hair "...when, phttheHAHHAHHHAhahahahahahahaheheheh!"

Twilight was not amused, "Okay, what's the joke this time?"

"Have you looked in a mirror lately? Wait, don't answer that! HEHEHeheheheh! Spike, check out Twilight's new hair, curtsy of yours truly!"

When Spike got up from behind the desk and got a look at it, he too began to join in on the laughter.

Twilight rolled her eyes. "Laugh it up, you two, laugh it up. And perhaps when you're done, you can clean this place up."

That made both Rainbow Dash and Spike immediately stop laughing.

Spike pointed at himself and asked, "Who, me?"

Twilight shook her head, "No, not you! Rainbow Dash on the other hand, being the one who made this mess, would feel ever so thankful if she cleaned it up... _won't you?_ " She finished that question with a glare to her rainbow-haired friend.

Dash let out a nervous laugh, "Hehehe...he...I suppose that's fair. Do you think Ajax works on webbing?"

"Maybe, I don't know. So, by the way, what did you think about the webguns?"

"They're cool, I guess, but they could be cooler."

"Cooler how?"

"Just...cooler."

"Yes, that's very helpful, thank you very much" Twilight noted with heavy sarcasm.

"Maybe they could be...about...twenty percent cooler."

"What does that even _mean?!_ "

Rainbow tried to think of a way to explain it. "Okay, while the gun is cool, I was thinking of something that looked like I could actually shoot webs from my hands or something. I need something that's also a bit more securely strapped to my arms rather than just something I'm holding. Also, isn't me walking around with something looking like a gun a very bad idea."

Twilight began to consider Rainbow's request for a moment. She eventually came up with one idea that seemed promising. It was certainly doable, especially with her resources and ingenuity, as well as a welcome challenge. However, there was just one thing she had to take care of before that.

"I think I have an idea. But _before_ I get to it, I'm going to wash this web out of my hair, and _you_ are going to clean up this room. Deal?"

"Sure thing, I'll have this place looking as good as new before you know it."

"And I'm holding you to that..." Twilight added before she walked out of the room to take a quick shower, leaving Spike and Rainbow alone.

After she had left, Rainbow Dash looked around for anything to use to get rid of the cobwebs all over the room, but she couldn't really find anything of use, so she instead grabbed hold of one of the loose threads and simply ripped it off of the wall. Her enhanced strength made it look a lot easier than it actually was.

With nothing better to do, Spike considered this to be a good time to ask something he'd been wondering about.

"Um...Rainbow?"

While still pulling the webs from the walls, she prompted, "Yeah?"

"I've been wondering...what exactly are you planning to _do_ with your new powers?"

Rainbow turned to him and beamed, "Isn't it obvious?! I may have been awesome before, but now I have super-powers! Think of the possibilities! Lightning Dust can eat her heart out, because now _I_ am the best athlete in school! I will be so awesome that nobody will ever be able to beat me, and then it will only be a matter of time until the Wonderbolts recognise my potential and let's me join them. Say goodbye to Rainbow Trash, and hello to Captain Awesome!"

Spike however, had another idea. "...Or you could be a superhero!"

Dash raised an eyebrow, "A superhero, seriously?"

"Of course!" Spike suggested with enthusiasm, "With those new powers, you'd be great at it! Just think how many people you could save, how many bad guys you can put in jail, and just how much people will love you. Everyone loves a hero, and I'll say that you might just be up to the challenge."

"No offence, Spike, but I'm an athlete, not a superhero from one of your comic books. Besides, superheroes are lame anyway. You won't see me wearing a cape or undies on the outside, and I can think of a lot better things to do with my life than saving cats out of trees."

"It's not just about that. I mean, wouldn't it be awesome to fight supervillains?"

"What 'supervillains' are you talking about? None of those guys have been out of prison for more than twenty years or so. And even if they were still running around, I'd rather let the cops handle them than getting myself killed."

"But, but...ah, fine. It's your choice anyway..." Spike noted with obvious disappointment in his voice.

Seeing his crestfallen expression, Rainbow said, "Look, that was a good idea, but I'm not really cut out for superhero stuff."

"Yeah I guess. Just, whatever you do...don't go too far with it. I know about that whole shoplifting thing you were doing before, and I don't want something like what happened with Rarity to happen with you."

Rainbow muttered "I'm never gonna live that down am I?" before she assured, "Look, I may have shoplifted a little and played one or two pranks on Spoiled Rich, but I'm not a criminal and I know when to draw the line."

"You know, that's exactly what Rarity said too, and look how well _that_ turned out."

"Just chill out, Spike, I'll be on my best behaviour. What's the worst that could happen?"

Spike sighed, "I really wish you didn't just say that."

* * *

 **Author's Note:**

Dammit Rainbow, don't you know what happens when you say those words?!

Come now, did any of you really think I would forget about Spike? I'm not one of _those_ authors.

However, if there was one thing I didn't like about the Equestria Girls movies (aside from Flash Sentry) was the fact that Spike was a dog. Since really, one of the things I liked most about Spike was the fact that he was a dragon, and I love dragons...and reptiles in general (my username is _Reptile_ man778 on Deviantart). I personally think it would have made more sense if he transformed into a lizard or a human, but that's just me.

Speaking of Deviantart, there will from now on be a picture drawn by me at least once per episode. All of those pictures can be found on my Deviantart account if you want to take a look. Google 'Reptileman778' or 'Flufux' and you'll find them.

Well, all three parts of episode one is now finished. Thank goodness for that! While these early introduction chapters are most certainly needed, they are _so boring_ to write. During all the time I'd been writing this, I've just been waiting to get to the part where the villains show up. I have even come up with the entire Rogues Gallery, compared Spider-man villains with MLP villains and figured out who would fit as who and drawn their new designs. I think I have accounted for most of the major and popular antagonists in MLP and Spider-man, though not all. For example, there will probably not be a Sandman equivalent in this story. That's mostly because I couldn't think of a Pony character that seemed remotely like him, and also because I personally think his powers are completely nonsensical...even for a Marvel character. Come to think of it, Maud Pie did have a weird obsession with rocks (sand is made of rocks), but I really can't see her as a villain. Would be hilarious though.

Anyway, feel free to guess which MLP characters would make good Spider-man villains!


	7. 1) And Along Came a Spider Part 4

**Episode 1**

 **And along came a Spider...part 4**

 **Rainbow's first swing**

At the roof of the building Spike and Twilight lived in, the two of them were patiently waiting for Rainbow Dash to show up.

It had been a couple of hours since Twilight finished the new prototype 'Web-shooters' and tested that they worked properly in a controlled environment. However, before Rainbow Dash decided to try them out for real, she insisted on grabbing something at home first, leaving the two siblings waiting for her.

With nothing better to do until Rainbow returned, Spike decided to use this opportunity to ask his sister about who she secretly had a crush on. With Dash out of earshot, she agreed to let him know. He did however have a pretty good idea on who it was... _until_ Twilight told him that it was someone else entirely.

"Really?!" He asked in clear surprise when she finally revealed who she was interested in.

"Yes." Twilight confirmed.

"But...if _that's_ who you have a crush on...why is everyone so sure you have a thing for Flash Sentry?"

"Look, just because I bumped into him more than once does _not_ mean I'm dating him. Heck, I barely even know the guy! All I really know about him is that he's a security guard at CelestiaCorp with blue hair. That's it." Twilight's tone when she said that made it perfectly clear how much she disliked those rumours.

"I guess you have a point." Spike receded. "Still, I can't believe you're in love with-"

Before he could utter the name of Twilight's mystery crush, he was silenced by a shout of, "I'M BACK!" that obviously belonged to Rainbow Dash and came from behind the two of them.

Twilight and Spike sharply turned around to see Rainbow standing on the edge of the building wearing a skin-tight blue and yellow outfit with decorative lightning bolts all over it. The suit came with a mask that had openings for the eyes, mouth and hair. A pair of flight goggles also rested on Rainbow's forehead.

Seeing her rather unusual fashion choice, Spike questioned, "Uh, what's with the get-up?"

"And wouldn't it be easier to just take the stairs?" Twilight added.

Rainbow answered, "Climbing walls is way cooler!" with her usual bravado. "As for the outfit, well...it's my mom's old Wonderbolt uniform from when she was a member. It's actually a rather out-dated version. With the speeds the Wonderbolts are flying these days, they needed something to keep their blood from gathering in their legs and instead go back to the brain. The new uniforms can make the pilot take a few more Gs than the old ones, but they don't look as radical. However, since I doubt I will break the sound barrier, even though that would be super awesome, I think this will do for now."

"I'm surprised you knew all that." Twilight confessed.

"Just because I'm not an egghead doesn't mean I'm stupid. Despite popular belief, sometimes I _do_ pay attention in class."

"That's...good to hear, actually. So what was the reason for spending the last few hours running home to get an old Wonderbolt uniform, again?"

"Are you kidding? Of course I'm gonna wear a Wonderbolt uniform for this moment!"

"What do you mean by 'this moment'?"

"For the first time I get to fly for real!"

"You know we're testing web-shooters...not wings, right?"

"Duh, of course I know that! But with those web-shooters, I can swing from building to building faster than you can imagine, and it will be awesome!"

To be frank, Twilight hadn't really thought about what Rainbow would use those web-shooters for, but after hearing that, she honestly wasn't surprised. "I guess they could work that way, but your timing and aim will have be absolutely perfect or else you'll...well..."

After Twilight trailed off nervously, Rainbow urged, "Well...what?"

Before she could answer that question, Spike bluntly answered for her. "You'll probably die or at least break every bone in your body."

"Well...basically." Twilight concurred.

Rainbow Dash waved off their concerns, "Just relax, you two, I will be totally fine. I just ran a marathon while jumping from rooftop to rooftop, I think I can handle this."

"I sincerely hope you're right about that."

"Of course I'm right! Now let's stop wasting time and hand over those web-shooters already!"

Twilight sighed and muttered, "Gee, sorry for caring if you live or die..." while she reached her hand into the pocket of the hoodie she was currently wearing.

She took out a pair of small devices strapped to a pair of bracelets that seemed quite advanced for technically being home-made. The back-end of the devices could be opened in order to insert a web-capsule into it, and even though there was only room for one, it would take a lot of usage before it ran out. The front end had an opening that the webbing could be shot out of, as well as an in-built scissor to cut the thread at the push of a button if the user ever needed to. There was also a small extension at the front of the device that had a button at the end. Once that button was pressed, the device would fire a sling of webbing similarly to the webgun prototypes it was based on. Depending on how long it was pressed, one could also decide exactly how much cobweb was to come out of it.

Twilight had already explained all of this to Rainbow Dash, so therefore I think I can skip that explanation. So instead, she simply handed them over to her.

However, Rainbow ended up with a few problems when it came to actually putting them on. The first attempt ended up with one of the devices aiming at the wrong direction, and the second try didn't have the trigger at the correct location, and the third attempt didn't have the bracelet strapped securely enough.

Eventually though, Rainbow got the things right, with the devices firmly attached to her wrists, aimed forward, and had the triggers placed at the base of her palms, allowing her to use them properly.

"So...what now?" Rainbow asked once she was done.

"All you need to do is to aim one of those at a desired target and press down your middle fingers on the trigger." Before Rainbow could get any funny ideas, Twilight added, "And just to be clear, I am _not_ a desired target."

With a mischievous smirk on her face, Rainbow casually aimed her arm in Twilight's direction while asking, "Really? So you don't want me to do THIS!?" before she made a move to press the trigger button while aiming the web-shooter at her face, making Twilight attempt to duck from the incoming webbing.

Only...she never actually pressed the button, and it turned out Rainbow Dash had merely trolled her by pretending to.

"Hehe, got ya!" She teased.

Twilight slowly stood up straight and looked Rainbow in the eye. "That wasn't funny."

"Hey, lighten up, egghead, it was kinda funny."

"No it wasn't, and trust me, _I_ know funny."

Spike and Dash simultaneously rolled their eyes at that statement.

Twilight's response to that was a simple confused uttering of "What?"

Rainbow Dash backed away a bit and began to look around the place for a suitable target to test the web-shooters on.

The building she was standing on had to be at least twenty stories tall and was surrounded by buildings that were far bigger. Yet, despite being in the middle of one of the biggest cities in the country, there were surprisingly few people out today. One reason for that could be the slightly chilly and cloudy weather, another might be that fact that it was Sunday. However, while there might be _relatively_ few people out, it _was_ still in Central Canterlot, so it wasn't exactly empty either.

Rainbow could already see quite a number of promising locations so far, but she hadn't really decided which to go for first. While she was pondering over this, she nonchalantly walked around on the edge of the roof, not bothered in the slightest about the height she was at.

Eventually, she stopped pacing and set her eyes on a pretty tall building across the street from the one she was on. She then looked down at the distance between herself and the ground. There was no possible way for anyone, even with spider-powers, to survive a fall from that height. Yet, her determination didn't waver in the slightest.

Rainbow slipped the flight goggles over her eyes and carefully aimed her right web-shooter at the highest point of the building. With her target in sight, she pressed her fingers down on the trigger and released a long thread of cobweb that quickly attached itself to the building's roof. She then took a firm grip on the thread with both hands and prepared herself for what she was about to attempt.

Seeing all of this, Twilight asked, "Um, wouldn't it be better to try on something a little less...life-threatening?"

Rainbow turned her head around to face her and smiled. "Twilight Sparkle, sometimes you must run before you can even walk."

With those words said, Rainbow Dash jumped straight off the building, allowing herself a few moments of free-falling before the thin line of webbing she was holding onto began to halt her descent and swing her towards to the structure in front of her. Throughout her trip, she was excitingly repeating, "Ohmygoshohmygoshohmygosh!"

Twilight and Spike ran over to the edge to get a closer look, and Spike even pulled out a pair of binoculars from his pocket to see even closer.

However, Rainbow Dash hadn't really thought this through all that much, and she realised a bit too late that her swing was sending her on a collision course with the building.

* * *

Inside her apartment, a very reclusive and studious woman named Moondancer was fully absorbed in her book on Professor Starswirl's theories on cross-species genetics.

She had spent most of the day having tons of crazy (according to her) people constantly trying to befriend her, and they simply never gave her a break. She didn't need any friends, or parties or...whatever else everyone kept saying she needed. All she needed (still according to her) was some privacy where she could study in peace, and she knew that nobody would ever disturb her in her own home.

At least that's what she thought.

Needing to rest her eyes for just a moment, she put down her book, took off her thick-rimmed glasses, rubbed the base of her nose a bit and chanced a peak out the window.

That was when a girl dressed in a skin-tight blue and yellow outfit suddenly slammed straight into her window, nearly making Moondancer jump out of her skin and let out a startled scream.

* * *

Both Spike and Twilight winced at the sight.

"That got to hurt." Spike commented while he took his eyes away from his binoculars.

* * *

Rainbow Dash groaned in response to her hurting shoulder that had the misfortune of impacting with the surprisingly tough glass of the window. The fact that she hadn't broken anything was a miracle...and probably a result of her increased durability as a result of the spider-bite. Still, it would be fair to say that things didn't turn out exactly as she planned it.

She dropped the thread she was holding onto and used her hands and feet to attach herself to the window. She tried her best to ignore the pain and glanced back at the house where Spike and Twilight were watching. Once she saw them looking back at her, she freed one of her hands and gave them a thumbs up, signalling that she was okay.

Moondancer then opened the window next to her and gave Rainbow an unamused glare while making an annoyed, "Ahem!"

Dash looked at her with a nervous smile, wondering how she was possibly going to explain this one.

However, Moondancer's priorities seemed to be elsewhere. "Whatever stunt you are trying to perform, can you please do it somewhere else? I am _trying to study!_ "

"Huh...sorry about that. Just give me a second and I'll be out of your hair."

"You better..." Moondancer warned with a bit of venom in her voice before she closed the window rather soundly to emphasise her point. Immediately after that though, she sat back at her desk and turned her focus back to her book.

"And I thought only Twilight could get so obsessed with studying..." Rainbow muttered under her breath.

While the first try at web-slinging may have not been so successful, Dash didn't believe in giving up prematurely.

The second try began pretty much the same as the first one. She shot a new line of webbing at another building nearby and detached herself from Moondancer's window, allowing gravity to propel her forward.

However, she had learned from her mistake the last time and just before she was about to receive another painful impact with the second building, she used her left web-shooter to attach a sling of web to a third building and let go of the thread she was holding. This way, she narrowly avoided the impact and kept herself in the air.

Using this method, she soon managed to swing from building to building almost as if she was flying. Rainbow Dash could feel the wind sip past her at high speed, she could feel the adrenaline flow through her blood, she finally felt...free, and that was one of the greatest feelings she had ever had.

All her life, ever since she was in kindergarten, she had wanted to fly, to soar through the air, to look down upon the world below, and to be free from the confines of the ground. And this...was the closest she had ever gotten to that goal. As she swung herself between the massive skyscrapers around her faster than was humanly possible, a smile of pure joy formed itself on her lips.

Lost in her euphoria, Rainbow Dash began to perform all kinds of tricks while swinging.

First, she began to sling herself higher up at the end of the swings, allowing the momentum alone to propel her into the air. Once in the air, she flipped around and somersaulted like crazy before she suspended her falls with an emergency line.

With even more bravado, she decided to swing as close to the ground as she dared. With a line of webbing attached to a high enough point on a building in front of her, she swung widely towards the street below, her feet nearly reaching the ground when she sipped between an ambulance and a delivery truck, leaving the drivers of both cars wondering what the heck just flew past them. At the end of her swing, she braced herself and landed on a wall on the Empire Canterlot Building, the tallest man-made construction in the country.

After attaching herself to the surface of the wall, she stood up on her legs and shot a line of webbing from both web-shooters to the very top of the massive structure. Once they hit their mark, she took a few steps and bent herself as far back as she could to increase tension in the cobwebs. Then, she suddenly let go and allowed the stored pent up energy to propel like a slingshot towards the top.

When gravity eventually began to slow her ascent and pull her back down, she grabbed the wall of the building and started to climb the rest of the way up.

It took her a while, but she eventually reached the roof of the enormous structure. And she didn't stop there, for she also decided to climb up on the huge antenna spire at the very top, giving her a view from the highest point in the entire city.

443 meters up into the air, Rainbow Dash could see all of Canterlot and beyond from here. It was a view she could only dream of until now, and a part of her was convinced she was still dreaming. All of this: the powers, the experience, everything, was so unreal and out of the ordinary that she had trouble even grasping the fact that this was actually happening.

However, while sitting atop the tallest building in the city may _seem_ awesome, eventually it was starting to get cold, and windy, and...it was actually a bit hard for Dash to breathe at this altitude. All of this meant that she couldn't stay up there forever.

There were a fair number of ways to get down, but there was only one that was crazy enough for Rainbow Dash at this moment.

"When in Rome..." She said while bracing herself for what she was about to do.

She jumped straight off the building and allowed gravity to ferry her back to the ground. As she began to fall from her skydiving attempt at over 400 metres height, she began to pick up speed from every second she spent falling. By the time she started to get close to the level of the regular-sized buildings, she was close to encountering G-forces.

Seven seconds before she would have hit the ground and probably died, she used one of the web-shooters to secure herself to a tall enough building and stop her descent.

While she did so, she began to happily shout, "THIS IS SO AWESO-"

However, her swing trajectory was not exactly planned, and before she could finish shouting her catchphrase, she suddenly crashed right into Senator Starlight Glimmer's face on a giant sign with the slogan 'A vote for Glimmer is a vote for Equality'. At the speed she was travelling at, the impact was, needles to say...painful.

Rainbow Dash cursed whoever placed the sign at that particular spot, probably as much as she was going to curse the pain in her now bleeding nose.

Oh, and there was also now a sign of Starlight Glimmer with a hole where her face was supposed to be.

* * *

 **Author Notes**

After seeing the new episode 'Newbe Dash', I realised that the outfits the Wonderbolts were wearing kinda resembled a Spider-man outfit somewhat. So I figured that could serve as a good base for Rainbow's Spider-Dash outfit, even though it would need some changes.

However, since having Rarity making the costume would cause a lot of issues big and small with the story I have planned, and Rainbow Dash herself admitting in one of the later episode that the only thing she knew about clothes was whether an object _were_ clothes or not, I am not entirely sure how she would be able to get her hands on the finalised costume. Any ideas?

* * *

By the way, I have to confess something.

I have had never read a single Marvel Comic book when I began writing this. Now, I have read a select few, including 'Age of Ultron', two Doctor Strange issues, the original 'The Amazing Spider-Man Alien Costume Saga' as well as 'Rise of Venom', to name a few. If any of you have any suggestions for Spider-man or other Marvel comics that I could read, then that would be greatly appreciated.

However, most of my knowledge for this story comes from the various cartoons and live-action films that have come out during the years. The ones I've seen so far are as follows:

 **SPIDER-MAN (1967)**

I have watched a few episodes of this old thing from time to time, and I got to say, this is comedy gold! It doesn't hold up at all to today's standards, it's silly as hell, and the script and acting makes little to no sense, but...it's hilarious to watch. Man, when I saw the vulture's troll smile and the rhino's ridiculous running animation I just couldn't stop laughing.

 **Spider-Man, the Animated Series (1994)**

I watched this show a bit as a kid (mostly the Venom-arc) and really enjoyed it back then, but...when I rewatched it recently...I didn't really like it.

Firstly, what the heck is up with the pacing? Everything feels so rushed from beginning to finish that it removes most of the satisfaction from watching it. And honestly, I feel stressed while watching this show. Secondly, the writing is not really that believable, and I know there were a lot of well-written things in the 90s, so why did this series miss out? Thirdly: why does every male character look like a body-builder? Also, why does the Kingpin have to be forced into almost every. single. episode? Don't get me wrong, I like the Kingpin. But in this show he really overstays his welcome. Not to mention, the censorship for this thing actually forbid Spider-man from actually punching people. Now who's idea was _that_?!

However, I don't _hate_ this show. There were some good parts in it, like that awesome theme song for instance. Also, Mark Hamill as Hobgoblin was simply brilliant, Carnage's complete axe-crazy personality made him really entertaining to watch (even though he had so little screen time), and the ending where Spider-Man goes to the real world and meets Stan Lee himself is one of the best ways to end a show to date.

 **Sam Raimi's Spiderman trilogy (2002)(2004)(2005)**

Ah...nostalgia.

I was first introduced to Spiderman with these films and I still really like them. Tobey Maguire made a really good Peter Parker. He was likeable and really nailed the 'adorkable' part of the character, Alfred Molina and his very well-animated robotic arms made a character I could once barely take seriously into one of my favourite comic book villains of all times, and JK Simmons as J Jonah Jameson must be the best casting decision of all time.

But...these films are hardly perfect, and goofed up quite a lot when I think about it. The things I didn't like about these films...there is actually quite a lot. I think I will go over a few of them quickly: Venom not using his monster-face when he's talking, Mary Jane Watson being reduced to a constantly screaming damsel who keeps getting herself kidnapped, Green Goblin looking too goofy to take seriously, Emo-Peter, that bloody dance scene, all those pointless characters, cheesy as hell dialogue in the first film, the infuriating fans who think commenting that 'Tobey is the best' is anything but annoying, and that's about the gist of it. No, wait! There's one more thing. While I did like Tobey as Peter Parker, I didn't really feel like he captured the essence of Spider-man. He didn't have his trademark quips and one-liners, and he felt too bulky and frankly too slow for being 'Spider-man', almost like he's trying to be more like Superman or Captain America. However, despite these complaints, I still love these movies.

 **The Spectacular Spider-Man(2008)**

Best! Spider-Man adaptation! EVER!

Spider-Man finally feels like the teenager he's supposed to be, he has top-notch humour, but can also be serious when the situation calls for it. Nearly all the villains are perfect, especially Steve Blum's excellent performance as the Green Goblin. Dock Ock, Venom, Rhino and Shocker deserves a mention as well. The balance between Spider-man's job of battling super-villains and Peter Parker's job of basically surviving High School is perfectly kept at all times. The action scenes are great too.

There is only one thing I really don't like about this series... _WHY DID IT ONLY LAST TWO SEASONS!?_

 **The Amazing Spider-Man 1 &2(2012)(2014)**

Now these films, _I LIKE!_

For the first time ever, Spider-man is actually as fast as he is supposed to be, you feel the camera swing with him everywhere he goes and the action scenes are simply phenomenal. Andrew Garfield did a fantastic performance both in and out of costume, Emma Stone as Gwen Stacy must be the best super-hero love interest I have ever seen, and her relationship with Peter actually feels genuine for once. Rhys Ifans made a very sympathetic Curt Connors, and as the Lizard was actually quite intimidating. Dane Dehaan totally nailed it as Harry Osborn, even though he really should have had more screen-time as the Green Goblin. Also, I really loved Electro, even though his motivations didn't make much sense. Every scene he was in was just a spectacle to watch, and every time I hear those dubstep lightning effects I can't help but get goosebumps.

The main drawback these films had though was that they had one too many plot threads going on at the same time, especially in the sequel, and the series was cancelled in a cliff-hanger. Hate it when that happens. Also, the trailers are extremely misleading, as well as full of spoilers, and there were a lot of deleted scenes that I simply cannot understand why they were deleted in the first place.

Still, I do really enjoy these films. No other depiction of Spider-Man so far has ever given me this amount of emotion that these got me when I watched them.

 **Marvel Cinematic Universe**

 **Captain America, Civil War (2016)/Spider-Man, Homecoming (2017)**

And so the friendly neighbourhood Spider-Man is finally in the MCU, which is both great because we get to see more Spider-Man, but also a bit sad because there won't be an Amazing Spider-Man 3, I was looking forward to that one. Oh, well, what's done is done.

So right off the bat, I'm just gonna say it: Tom Holland is bloody perfect as Peter Parker and Spider-Man! He's funny, he's likeable, and the struggles he goes through are very relateable. Plus, his new suit is amazing. I was a bit sceptical at first about all his new gadgets, but it did serve as a good way to give a breath of fresh air over the character.

Homecoming was definitively the funniest Spider-Man movie made so far, even though it was not without its tense moments. The happy and comical tone, and the amount of youthful energy this movie gave me was also just the thing I was craving for after having to sit through that godawful depressing trainwreck of a film that was 'Logan'...but I digress.

Also, as villain go, this series seems to be on the right track so far. Adrian Toomes, the Vulture, was once one of the most silly and all around boring villains in Spider-Man's rogues gallery...but what they did for him in this movie, it made me change my opinion of him forever. Micheal Keaton absolutely nails the role, his motivations are far better written than any of the Spider-Man movie villains that appeared before him, he looks freaking badass in his new and improved wings and mask. Also, it's nice to see a Spider-Man villain not be the result of some lab experiment gone wrong for once.

However, where's the Vulture succeeds, the Shocker fails. I love the Shocker, he's one of the more underrated villains among Spidey's rogues, but in this film, they really didn't do him justice. Sure, he had a pretty memorable line ("I wasn't sure about using this thing, but DAYMN!"), and it was pretty cool to see him smack Spider-Man into a school bus...but he was beaten WAY too easily. Also, him having only _one_ blaster that couldn't even fire from a range was kinda lame. Heck, he didn't even wear his signature mask!

Despite that little hiccup though, I really loved this version of Spidey, and I'm looking forward to seeing him on the big screen again.

* * *

These adaptations are my main source of inspiration for the Spider-man aspects of this story, and you may or may not see some similarities to them as I move on.


	8. Celestia's Monday

**Minisode**

 **Celestia's Monday**

Miss Celestia, President of CelestiaCorp, has long been a subject of controversy and been called many things throughout the years, including a few less than flattering nicknames. She thought that 'Trollestia' was amusing (and somewhat accurate), 'Tyrantlestia'...not so much, and the third name was just insulting in her opinion. These nicknames were entirely based on wild rumours however since very few actually knew her true story, or who she truly was on the inside.

There was no doubt that she was one of the most powerful people in all of Canterlot, rivalled only by Mayor Mare, Senator Starlight Glimmer, Governor Fancy Pants, and the mysterious kingpin of the criminal underworld known only as the 'Crystal King'. And yet, despite all that power, she never flaunted or abused her influence in any noticeable way. Ironically, _that_ was exactly what made people distrustful of her, as she seemed a bit _too_ perfect in the eyes of many.

Even that was a misconception though.

She _has_ made mistakes, many in fact. However, her closet was mostly skeleton free...at least in comparison to some other people with her kind of influence like Senator Glimmer for example, who could probably fill an entire graveyard with what she had in her closet.

It was no secret that Celestia and Starlight Glimmer did _not_ like each other very much...as a recent issue of the Daily Bugle revealed.

Starlight didn't like Celestia mostly due to a fear that CelestiaCorp would destroy the future that she was trying to build, and Celestia didn't like Starlight because of her manipulative nature and 'control-freak' personality. Still, they were on civil enough terms to not resort to punches, kicks and nosebleeds when they argued...even though that was secretly what both of them wanted.

The days Celestia used brute force to solve her problems were, alas, long behind her...

* * *

This Monday morning, Celestia was watching the rising sun through the rather big windows that the far wall of her office was comprised of.

There were only two things Celestia demanded when it came to her office. One of them was a constant supply of exotic tea, the other were large open windows that let a lot of sunlight illuminate the room.

She had the appearance of a woman in her mid-thirties, yet it was often speculated that she was far older than that...if the rumours of her falsified birth-date had any merit. She was also really tall. At 1,9 metres, she towered over most full-grown men she knew. Her height could make her just a tiny bit intimidating to some people in fact. Her most recognisable feature though most have been her vibrant multicoloured hair that reached a bit below her hips in length. Unlike the rainbow hair of Rainbow Dash, Celestia's only had four colours: green, blue, pink and lavender. Another thing she was recognised by was her yellow semi-formal jacket she always wore in public that never failed to bring a certain warm and sunny image to herself in clear contrast to her more darkly-dressed younger sister.

Celestia had spent most of her morning just basking in the sun's radiance, allowing its warm rays to touch her skin and fill her body with its heat and energy. Sunbathing was actually one of Celestia's favourite hobbies, which may seem surprising considering the fact that her skin was very pale and showed no signs of tanning whatsoever. However, she had a very different reason for sunbathing than just for getting a tan...a reason that only a handful of people knew about.

Feeling like she had enough sun for today, Celestia turned around and took a seat at her desk, where a cup of her favourite tea was waiting for her. After taking a small sip of her beloved drink, a knock came from her door, prompting her to urge, "Come in."

When the door at the other end of the room opened, three people stepped inside. One of them was Doctor Silk Mane, the eccentric head researcher of CelestiaCorp's Bio-labs, who could be recognised for her expertly groomed long teal-coloured hair she put a ridiculous amount of attention to and her very expensive and very feminine glasses. The other two were Twilight Sparkle and Sunset Shimmer...who I assume you already know.

As soon as they stepped inside, Celestia greeted, "Good morning and happy Monday. Am I right to assume you have some news on your latest project?"

Dr Mane answered with a small chuckle, "Hehehe, Oh we got some news alright, hehe. When you said you would have a pair of teenagers work in my science team I expected them to be little more than those intolerable interns you keep inviting. What I didn't expect was for them to both be _scientific prodigies!_ "

Celestia smiled proudly, "That was why I enlisted them, doctor. Sunset and Twilight, why don't _you_ tell me what breakthroughs you've been doing as of late?"

Twilight was just about to answer when Silk answered for her. "They have helped me solve the secrets behind cross-species genetics, haha! With Shimmer's studies on the symbiote life form and Sparkle's-"

Celestia help up a hand to silence her, "I believe I was asking _Twilight and Sunset_ about this."

Silk Mane's expression suddenly went from haughty to a dear-in-the-headlights, "Oh, well, I guess I got a little carried away there, didn't I? Hehehehe..."

"No need to apologise, Doctor. Sunset, Twilight?"

Sunset began, "Well, after extensive study on the 'symbiote' life form, I have successfully been able to mimic the creature's ability to transfer genetic traits from one organism to another. You see, the symbiote once melded with one of the mutated spiders in the bio-labs, and as a result, the symbiote has somehow gained the ability to transfer some of the spider's traits onto another organism. Now, I have been looking for a way for us to harness that ability so that, say, you could give a man with a missing limb the regeneration power of a newt. Theoretically, this could make the missing limb grow back in only a a day or two."

"But there was a problem..." Twilight continued, "The formula didn't work, and instead it just made things...let's call it...'worse'. The problem was that we hadn't fully grasped how different the symbiote's cells were compared to that of any organism that had originated on _this_ planet."

"That was when we discovered the missing component."

"Yes, something we called the...'decay-rate-algorithm'. It's an equation that could calculate how quickly cells with the new genetic makeup would generate and affect the body. If only a few of the subject's cells were affected, then it could lead to cancers or horrible mismatched mutations. I have spent these last few months finding a way to prevent that from happening."

With an intrigued look, Celestia asked, "Well, did you find a way?"

While flashing an extremely dorky smile, Twilight exclaimed, "YES! I! DID! Just yesterday I discovered how the decay-rate-algorithm worked and how to implement it!"

"That's wonderful, Twilight!" Celestia said with a certain aura of pride in her prized student's accomplishment.

However, Twilight may have left out the part where the breakthrough actually came from studying some of Rainbow Dash's mutated DNA that she had...(ahem)...gotten her hands on in a totally-not-creepy-way when her friend wasn't looking. She figured it would be for the best for everyone involved if she didn't mention that little detail.

With a small, mostly unnoticed blush on her cheeks, Twilight muttered, "Just doing what you taught me to do."

"Well, you have certainly made me proud of your achievements...both of you." She finished that sentence with an encouraging look at Sunset as well.

The flame-haired girl gave an approving nod at that statement, but Dr Mane was a bit peeved at it and suddenly questioned, "Hey, what about me?!"

Celestia rose from her chair and gave the doctor a slightly playful smile, "Now, now, Doctor, you were already a very competent scientist when I hired you, which makes the achievements of two teenagers coming straight out of High School just _bit_ more impressive. But that's not enough to leave you out, is it? So, what have you got?"

"Uh, what are you talking about?"

With a mischievous glint in her eyes, Celestia mused, "Oh, I just assumed you had your own contribution into this project, my mistake."

Dr Mane's mood suddenly turned to one of anger, "Now wait just a minute! What makes you think someone like ME wouldn't bring out the very best of my brilliant mind to a project such as this?!"

Celestia's smile didn't waver despite Silk's sudden outburst, "So you _have_ contributed something? Go on, tell me."

The scientist abruptly composed herself and returned to her more jovial persona, "Yes, I have. You see, hehe, even with Shimmer's research and the 'decay-rate-algorithm' in our possession, we needed something to speed up the procedure and actually force a genetic evolution in the subject. After all, if you just leave the genetic makeup in, it could just stay there and do nothing. Kinda pointless, don't you think?"

Celestia leaned forward and put her hands on her desk to support herself, "And you have a solution to this?"

"Haha, I most certainly do. The key is the formula _I_ designed called the 'Catalyst Factor', the name is trademarked by the way, that will force the cells within a body to mutate and adapt into a new form. If you combine a very small amount of this compound with the cross-species genetic formula, the desired traits from the foreign species would appear a lot quicker than it would without it."

"What happens then if you _just_ insert the Catalyst Factor without any additional DNA?"

"I'm...not entirely sure, but a guess would be that the compound would force a completely random mutation...depending on the dosage."

"And how is that significant?"

"Well, let's say you want to transfer the regeneration ability of a newt onto a human, as Shimmer suggested. A small dosage of the factor would adapt only the desired regeneration to affect the subject, _but_...if you use too much of it, _far more_ traits would pass over. Next thing you know, the subject could be transformed into a human-salamander hybrid or something. But we won't cross that line...I hope."

Celestia slowly sat back down in her chair, a thoughtful expression forming on her face. The notion that something like that could happen unnerved her just a bit, especially as it brought up a few very unpleasant memories.

"Those kinds of risks are not exactly making me very comfortable." she noted apprehensively.

Twilight noticed something in her mentor's expression, "Is something wrong?"

"It's just...I know all great advances in science have all had great risks, and I'm not someone to deny anyone progress based on what _might_ happen, unlike a certain senator who shall remain nameless, but...I formed this company on the basis that nothing like what happened at Starswirl Laboratories ever happens again. We need to be careful with our research, I cannot stress that enough. One mistake with something like this and...well, we could be dealing with another Discord, and I'd rather _not_ have that on any of your resumes."

"Don't worry, we will be beyond careful." Twilight assured.

Sunset added, "Yeah, I'll make sure there are no human trials until we're sure we know what we're doing."

All eyes then fell upon Dr Mane, who noticeable hesitated before she said, "...Of course."

With that said, Celestia concluded, "Well then, if that is all then I suggest you start working. If you have any results till Friday you may showcase it in our annual presentation. Who knows, it might steal the show this year."

"Oh it definitively will" Sunset confidently assured.

"I don't doubt that. Now if you'll excuse me, I have some work to do, and so do you."

Dr Silk Mane put a firm hand each on Sunset and Twilight's shoulders, which were a bit too tight for either of their comforts, and concurred,"Yes, yes, we will get on that soon enough, Miss Celestia, and the results will be _spec-tac-ular_ , I assure you, heheheha."

She then began to practically drag both teenagers out of the room, "Come on, you two, chop, chop!"

After stepping out of the door to Celestia's office, Dr Mane let go off them and began to hastily make her way back down to the bio-labs. Her younger co-workers were not really in the same kind of rush and followed after her at a much slower pace.

While watching the retreating sight of the scientist they were working for, Sunset Shimmer looked at Twilight and asked, "Is it just me or am I getting a bad vibe out of her?"

"Doctor Mane?"

"Yeah."

Twilight shrugged, "She seems pretty fine to me, why?"

"It just feels, I don't know, like there is something _off_ about her. I can't really place it."

"I admit, she is a _bit_ eccentric, but I don't see why that's a problem."

"It's not just that, I mean, have you heard that name everyone keeps calling her?"

"Well, yes, but that was more a pun of her name more than anything else."

"Yeah, but it also implies that she's not exactly...'all there'."

"It's just a name. I know I was called a lot of things back in High School. 'Twilight Snarkle' or 'Dorky Bangs' were the most common."

"Yeah, and I guess basing facts on rumours isn't the best way to...wait a minute, 'Dorky Bangs'? Who the heck called you that?"

A little embarrassed, Twilight answered, "Oh, quite a few actually. I _think_ it was Rainbow's ex Gilda who came up with it and then everyone else started saying it. I was hardly the most popular girl at Canterlot High."

"Shame we didn't meet before Celestia practically shanghaied us here after that science fare. I would have made sure those guys would have to think twice before saying those things to your face if I'd been around."

"You...would do that for me?"

Sunset put a comforting hand on Twilight's shoulder (at least a lot more comforting than Silk's), creating another small blush to form on Twilight's face, "Of course I would, what are friends for?"

With a smile and a nod from Twilight, the pair began to walk back to the labs downstairs while continuing their previous discussion. Sunset brought up Dr Mane's eccentricities for a while, and then their conversation began to derail into something else.

* * *

With her two most promising students and her top scientist off to work on their latest project, Celestia could return her attention to the cup of tea that had been waiting for her throughout the whole conversation.

However, just before she could bring the cup to her lips, the computer embedded into her desk started to give off the most irritable beeping noise. At the same time, a red blinking light accompanied with the word 'Luna' started to blink on the smooth glass surface of the table.

Knowing what this meant, Celestia used the hand not currently holding the cup to press a finger down on the blinking red icon. In response, a holographic image of Luna appeared before her, and her sister's expression told Celestia immediately that the situation was serious.

"Luna, what is it?" Celestia asked before taking a small sip of her tea.

Through the holographic communication they were using, Luna revealed, "We have...a problem."

"Is it a big problem or a small one?"

"I'm not sure just yet, but it is certainly a cause for alarm."

"Oh my... _that_ sounds ominous." Celestia commented with slightly out of place sarcasm.

Luna sighed before she revealed, "Last night, someone broke into the building and stole quite a lot of our technology from the engineering labs."

Celestia's eyes widened at that, "That...can't be good."

"It's worse: right before the theft, all alarms and security monitors in the building turned off for reasons unknown, so we have no way of knowing who was responsible for this. This may also suggest that the theft was an inside job."

"Hmmm..." Celestia mulled over that piece of information for a moment. "So...what did they actually stole?"

Luna cringed a little before she answered, "Right, I was afraid you were going to ask that. The things that were confirmed to be stolen are as follows: a huge collection of advanced smart bombs, a lightning sabre, a strength-enhancing fighter suit, a couple of directed plasma blasters and...our prototype military-grade attack glider."

Unfortunately for Celestia, she was in the process of downing a large quantity of her tea when she heard that, causing her to spit out half of it while exclaiming, "WHAT!?"

"Thinking back, I would say that this would qualify as a big problem." Luna muttered more to herself than to her sister.

"To say the least. You don't steal that much weaponised hardware just for fun. Whoever stole them must be planning something terrible."

"That's what I thought."

"Then I suggest we contact Captain Shining Armour at the precinct and tell him everything we know as soon as possible. The police must know what they're getting into."

"Indeed. But I'm worried that that might not be enough to stop someone who not only was able to steal right under our noses but also has their hands on some of our most advanced weapon technology."

"We will have to hope that it is...for all our sake."

* * *

 **Author notes**

Minisodes are basically shorter chapters that just shows an event or two that I just couldn't fit into an actual episode. This one was mainly an introduction to this story's version of Celestia and a fair bit of foreshadowing to later events.

Also, Dr Silk Mane is technically not an OC, even if it's not 100% clear who she is supposed to be just yet. However, her identity will become clearer a bit later on in the story.


	9. 2) A lecture in Heroism, Part 1

**Episode 2**

 **A lecture in Heroism, Part 1**

 **Coming back to High School**

The dreaded time of the week known as Monday was upon all the young people going to Canterlot High, and none were too pleased about that. Students who had enjoyed the freedom of the weekend were now forced to once again rise early and focus on their schoolwork to make sure their grades don't plummet so much that it may affect their career choices in the future.

Canterlot High was your average cliché high school, and the greatest mystery about it was how it got its name considering the fact that it was placed in the suburbs and was just one of many high schools in Canterlot. Nevertheless, it was also the school Rainbow Dash and her friends went to. Well, except for Twilight, who got her position at CelestiaCorp after she and Sunset Shimmer (who she barely knew at the time) teamed up to compete in a science fare that Celestia attended. The result of their project was so impressive that the accomplished businesswoman took both of them under her wing and enlisted them as her personal students.

Another of Rainbow's friends who didn't show up to school today was the one called Rarity...who was dealing with an _entirely different_ lifestyle than High School at the moment.

* * *

Waiting for the classes to start, Fluttershy, Applejack and Pinkie Pie were hanging out in one of the school's hallways while taking their things out of their lockers. Rainbow Dash was a bit late though...as usual.

"So...did the rest of you all have a good weekend?" Fluttershy asked openly while unlocking her locker.

Pinkie immediately declared, "I had one of the most funnest weekends EVER! First you two and Rainbow Dash took a trip to CelestiaCorp to meet up with Twilight, then-"

Applejack cut her off, "Um, Pinkie, we already know that part. We were there...ya know?"

"Of course I know you were there, silly, I just said so."

Fluttershy suggested, "Yes, but can you maybe tell us something that happened when we... _weren't_ there?"

"Huh? Sure, but those things weren't really _that_ fun."

"I'm sure you can think of _something_ interesting that happened."

"Weeeell...yesterday me and my sister Maud were out shopping for a birthday present for Marble when my Pinkie Sense kept telling me that something was gonna fall from the sky! Turned out it was some girl dressed in a blue and yellow outfit who used some kind of web-shooting thingies to swing from building to building."

Applejack raised an eyebrow, "Say what now?"

Pinkie shrugged, "I don't know who she was or why she was doing that, but it looked like FUN! I guess you had to be there."

"If ya say so."

Dropping that subject, Pinkie asked, "So how was your weekend, Jackie?"

The country girl bluntly answered, "Well, for me it was pretty much a plum-tuckin' pig-pushin' disaster. We lost over half of our usual customers to Storm Tech in two days! Then that money-hoggin' weasel Mr Storm just bought up pretty much all major businesses in this part of town and threatened to run us out of business if we didn't start workin' for him! Now, I'm sure he got some fancy legal what-ya-call-it on his side, but it'll be a cold day in hell before I let that charlatan get his greedy hands on my farm! Heck, we don't even know where he gets all the money to do that from, but I bet your boots it ain't legal."

"Oh my, that doesn't sound good," Fluttershy commented.

"That's an understatement. If this keeps up, we'll lose Sweet Apple Acres within a few months unless we figure out a way to do somethin' about it!"

"Why don't you just ask Shining Armour to deal with it?" Pinkie suggested. "I mean you're a friend of his sister, so that would make you his friend too, and friends always help out each other, am I right!?"

"Already tried that, Sugarcube. But the cops won't help unless they have 'evidence'." Applejack answered with the appropriate air-quotes.

"But there has to be some evidence," Fluttershy insisted. "I mean, no one can just ruin someone else's life and get away with it like that!"

Applejack crossed her arms. "Apparently...you can. I talked to them cops about this whole mess and they found no proof whatsoever that Storm was doin' anythin' illegal, but I ain't buyin' that for a second."

Pinkie popped up behind Applejack and wrapped her arm over her shoulder. "Hey, don't go all pouty, Applejack! It's only been a weekend, and I'm sure there'll be plenty of time to find a solution to this. And if this storm-guy tries to take your farm, I will unleash cupcakegeddon on him and his no-fun company!"

While she had no idea what on earth she meant by that, the sentiment brought a small smile to Applejack's lips while a small bit of her stress faded away. "Um, thank's, Pinkie."

"That's what I'm here for, cousin!" Pinkie responded before she literally bounced a few steps away to give her friend back her personal space.

After letting out a sigh, Applejack turned her attention to Fluttershy and asked, "By the way, how did your weekend go, Flutters?"

Fluttershy happily answered, "Oh, it was wonderful! I found a new animal friend to take care of, and she was one of the most adorable little creatures I've ever seen! I decided to call her Fuzzy Legs."

"Fuzzy Legs? What kind of critter was she?"

Before Fluttershy had time to answer, Pinkie guessed, "Oh, oh, oh, let me guess: a tiger, a mantis, a monkey, crane, panda, snake? Wait, snakes don't have legs, unless that was one of those ironic names. _Is it?_ "

Fluttershy laughed a little and clarified, "Oh no, Fuzzy Legs is a spider."

"Ooooooooh, _now_ I get it..."

Applejack questioned, "Wait a minute, how exactly is a spider adorable?"

"How could it not be?" Fluttershy answered, "I don't really get why everyone thinks spiders are so scary. I think they look cute, with their pretty little eyes and those fuzzy little legs."

"Well, I suppose if anyone _could_ consider a spider to be cute, it be you, Fluttershy."

Fluttershy blushed a little at that comment.

"Hi guys!" Rainbow's voice cheerfully greeted, prompting her three friends to sharply turn in her direction

Sure enough, their brash tomboy of a friend with prismatic hair was approaching them. However, there was something a little different about her today. It was subtle, but if one looked closely, one could see that Dash was acting far more chipper than she had been all month.

While she hadn't admitted it to anyone, she had been a bit depressed ever since the mess that made her break up with Gilda, but now...she looked ready to attack the day. Her eyes showed a confidence she hadn't displayed in a while and the grin on her face was as cocky as it used to be.

Pinkie Pie's reaction to her presence was immediate. Before anyone could blink, the pink blur ran towards Rainbow at hyper-sonic speed while holding her arms out with the intention of giving her friend one of her infamous 'Pinkie-hugs'.

However, just before Pinkie could reach her, Rainbow's spider-sense kicked in and she immediately side-stepped out of the way, making Pinkie miss her completely. The overly excited party girl was moving so fast though that she had no chance to slow down her trajectory before she crashed headfirst into a teacher who just so happened to be passing by, sending them both tumbling to the floor.

Pinkie Pie was the first one to bounce back on her feet, and she did so very quickly and without a scratch, her cheerful smile still plastered on her face. The teacher on the other hand...was not so cheerful about it. In fact, his name was actually 'Cranky', and it was a name he certainly lived up to. The grumpy glare he was giving Pinkie at the moment was a good example of that.

"Uhmmm...sorry?" Pinkie tried while facing his glare with a nervous smile.

Cranky merely grumbled under his breath, picked himself up and walked away without uttering a word.

With a frown, Pinkie muttered, "One day...I'll make him smile..." under her breath.

Then her smile spontaneously returned and she tried to hug Rainbow Dash again. This time, however, Rainbow stopped her in her tracks with a hand to Pinkie's forehead. Not willing to give up though, Pinkie kept on running towards her...even though she was not going anywhere.

"Whoah, easy there, Pinkie!" Dash urged while holding the pink party animal at bay.

Pinkie insisted, "But I have to give all of my friends a super-special hug on Mondays or else they'll just be bitter all day!"

"No need for that, trust me. I happen to be in a pretty awesome mood today."

Pinkie Pie suddenly stopped what she was doing and gave Rainbow back her personal space, "Okey dokey lokey!"

"That's good to hear." Fluttershy noted with a small smile. "Any particular reason why?"

'Because I just got the most awesome superpowers ever!' was what she _wanted_ to say. However, Twilight had given her a stern lecture yesterday about why she shouldn't tell anybody about her new abilities, _especially in a public setting_. The reasons for the discretion included the risk of ending up being dissected in some mad scientist's lab, not to mention becoming a living freak show to the school. Having been out of the closet for a long time, she knew first hand how quick people could be at judging her.

So instead of telling the truth, Rainbow shrugged and answered, "Not really sure. I guess it's just one of those days."

"I suppose we all have those every once in a while, Sugarcube." Applejack said, "So what did you do this weekend then?"

"I jumped off the Empire Canterlot Building and hit Starlight Glimmer in the face on the way down." The slightly sarcastic tone Rainbow was using masked the fact that she was actually telling the truth.

"And what _actually_ happened?"

Rainbow took out her keys and opened her locker, "Not much. I went over to Twilight and Spike's place for awhile and checked how they were doing. Their new place is cool, but it doesn't really feel the same without that spooky owl staring at me all the time." Then she took out a book or two and put them in her backpack.

"I don't think he's _that_ spooky." Fluttershy commented.

"I kinda meant that as a compliment. His spookiness is actually what's making him cool."

"Oh, I hadn't really thought about it that way."

Pinkie Pie's eyes suddenly fluttered for seemingly no reason, somehow prompting her to look at Rainbow with a very sceptical expression. Then she asked, "Soooo...you're telling me that you're in such a good mood that you don't need a super-special Pinkie-hug?"

Rainbow shut her locker and confidently answered, "Of course! At this point in time, I doubt there is _anything_ that can possibly lower my spirit."

However, the legitimacy of that statement was immediately questioned when an energetic male voice greeted, "Well _hello_ there, Rainbows! How's it hanging!?"

Dash immediately sighed and muttered, "And I stand corrected..."

Of all the people that could get on Rainbow Dash's nerves, there were few that could annoy her as much as the person that voice belonged to. Even her spider-sense gave off warnings about his presence.

Coming out of the crowded hallway was a tall and somewhat lanky guy with blonde hair that was tied up into a slightly messy 'man-bun'. A cocky smile was plastered upon his unshaven cheeks and he didn't seem to be able to take his eyes away from Rainbow's body.

Dash crossed her arms and leaned her back against the wall while making the annoyance in her voice as obvious as she possible, "Zephyr, what do you want now?"

However, Zephyr didn't really notice the warning signs she was giving him, "Oh, I just wanted to grace you with my presence. After all, it has been such a looooong time since we had much time together."

Rainbow rolled her eyes and sighed.

And yet, Zephyr just kept talking, "I heard that you broke up with Gilda, which, to be honest, wasn't that surprising, since we all know who you _really_ has your eye for. Of course I knew that that whole fiasco was just to make _me_ jealous, right?"

Dash gave him an 'are you bloody serious' look and sputtered out, "What?!"

He put his hand on the wall Rainbow was leaning on, getting uncomfortable close to her in the process, "...And with that lesbian phase out of the way, why don't we get together and hang out sometime? You most certainly won't regret it!"

Rainbow pushed him away a bit, her super-strength making the push a bit more forceful than it was supposed to be, "Uhmm...no thanks."

"Whoah, that actually hurt a little." Zephyr noted under his breath before he offered, "Well, you don't have to call it a date but-"

Before he could continue any further, Fluttershy harshly said "Zephyr Breeze!" with a bit more assertiveness than was common for her, grabbed his wrist and began to drag him away from Rainbow Dash and the others.

* * *

Once they got some distance from them, Fluttershy scolded, "Zephyr, do you really think it's a good idea to try to put your moves on her while she is still recovering from what happened with Gilda?!"

Zephyr freed his hand from her grip and defended, "Oh come now, Sis, don't you think I have waited long enough for her to just go along with those feelings she has for me?"

Fluttershy's eyes held a certain amount of fury when she asked, "And what if she _doesn't_ have feelings for you? You're just making her uncomfortable with your behaviour!"

"Hey, if she's truly not into 'the Breeze', then she should just say so."

"But she _has_ said so... _multiple times!_ "

Zephyr put a hand on his chin, "Strange, I don't remember her ever saying that. What I _do_ remember is her super-obvious crush on me."

"I actually think she likes girls..."

"Yeah, so? That's just one more thing we have in common. And who said she was exclusive? I mean, _you_ like both, maybe she does too."

Fluttershy fidgeted a little and looked around uncomfortably, "I thought we agreed to keep that a secret."

Confused, he asked, "Um, Sis, didn't you come out, like, years ago?"

"To mom and dad, yes, but that doesn't mean I want you or anyone else shouting it from a mountain top. I...I really don't want them all to think of me...differently."

"Whatever you say, Flutters."

* * *

While Fluttershy and her brother were arguing, Rainbow, Pinkie and Applejack were watching them from a distance.

Pinkie Pie then looked at Rainbow and asked, "Do you think he knows that you're a lesbian?"

"If he does, I bet he's in denial." Dash answered. "And even if I wasn't gay, I don't think _he_ would be the dude I would go out with."

"Then who would you go for if you liked guys?"

"Hmm...I don't know. I haven't really thought about that. I guess Soarin's a pretty cool guy, but I have a hard time seeing him as anything other than just a friend...which is a lot more than I would say for Zephyr Breeze."

Applejack commented, "Zeph kinda reminds me of that exchange student we had last year, what's his name, Trenderhoof? I still don't get what he saw in me or why he couldn't go out with all them other girls who kept fawnin' over him like enamoured honeybees. Some guys just cannot see when a gal's rightly not interested."

Out of the corner of her eye, Rainbow Dash caught a glimpse of someone entering through the school doors and bitterly muttered, "...And some girls too."

Applejack and Pinkie Pie both turned around to see who got Rainbow so riled up, and as soon as they saw who it was, they both understood why.

Brown leather jacket, lavender eyeliners, white hair with purple ends that spiked to the side and an expression on her face that said 'Get lost' to anybody foolish enough to approach her.

It was Gilda, Rainbow's ex...and she was pissed.

When she walked through the hallway, everyone in her vicinity could practically feel the anger boiling underneath her skin and made sure to give her plenty of space. Most of them would rather approach a spitting cobra than risk incurring her wrath at this point.

The very sight of her ignited a flame of bottled down anger in Rainbow's gut and the good mood she was in that morning was simply not there anymore.

When Gilda passed Dash and her friends, she spitefully asked "What are you losers looking at?" and kept going with no intention of waiting for a response, but she made sure to give Rainbow a glare that was anything but friendly before she took her eyes off her.

Rainbow Dash said nothing and just glared back, her good mood pretty much ruined at this point. That was until Pinkie suddenly hugged her out of the blue so fast that her spider-sense didn't have time to warn her about it properly.

Confused by this sudden action, Rainbow asked, "...And what's this for?"

"To cheer you up of course!" Pinkie answered, "When you came here you were so happy that I didn't need to hug you but now you're not so happy as you were then so I have to give you a Pinkie hug to make you happy again!"

Rainbow Dash hugged her back a little, "Aw...thanks, Pinkie."

A moment later, she added, "Um...you can let go now...people are beginning to stare..."

* * *

A while later, Rainbow Dash was sitting at her desk waiting for the first class of the day to start along with the rest of her classmates.

While she waited, she was finding herself increasingly distracted by the new sensations her spider-sense kept giving her. Especially since she could feel _everything_ that the others in the room were doing.

She could feel Ditzy 'Derpy' Doo trying to eat a muffin as discretely as possible, Minuette showing Lemon Hearts and Twinkleshine something on her smartphone, Pinkie Pie impatiently bouncing in her seat waiting for the class to start, Zephyr Breeze snoozing on his desk, Vinyl Scratch bobbing her head while listening to loud music in her headphones, Fluttershy feeding one of the animals that she had sneaked into school in her backpack, Applejack using her table to rest her legs on while leaning back in her chair and eating an apple, and...were Bon Bon and Lyra Heartstrings seriously making out in the middle of the classroom? So much for being 'best friends'...

Rainbow really had to find a way to shut that spider-sense off, and she was certainly trying...with very little success. Even when she focused on something else entirely, the spider-sense was sort of always _there_...reminding her that a lot of things were going on around her.

However, she did have _some_ measure of control over it. She could use the sense to focus on one thing or another, and she could switch between trying to read everything or just keeping track of the things that moved, especially _towards_ her. Despite how much she tried, though, she couldn't turn it off completely.

Was it a gift or a curse? Rainbow Dash had no answer. So far it had its uses, even thought it could be a little annoying at times. Perhaps she could call it a bit of both?

Eventually, their teacher, Miss Cheerilee, stepped into the room and announced, "So sorry I'm late, I got held up a bit." Immediately making the whole class stop whatever it was they were doing and pay attention to her...except Zephyr Breeze who didn't even notice her come in.

Cheerilee certainly lived up to her name with her cheerful smile and supportive personality. However, some days, that was merely a Façade she put up to hide how stressed, frustrated and lonely she felt at times. She had learned a long time ago though that making the effort to appear nice and friendly for her students could go a long way.

To start the day off, Cheerilee greeted, "Good morning, students, I trust you had a good weekend?"

Gilda bluntly answered, "Not really. Mine sucked." from the corner where she was sitting.

The teacher was a bit taken back by that response, "Well...I'm...sorry to hear that. Anyway, I suppose we should start with today's new project."

However, Cheerilee soon noticed that not everyone was paying attention to her...or were awake for that manner. So after letting out a sigh, she walked over to Zephyr's desk and knocked three times on the table he was resting his head on.

Almost immediately, he sprang back to life and complained, "Aw geez! Can't a guy get a little sleep around here?!"

"No, I'm afraid." the teacher answered, "Do you even sleep at night?"

"You know me... _Siesta!_ "

"Then I suggest you 'siesta' at home rather than during school hours."

Zephyr grumbled a little before he leaned back in his seat and began to _pretend_ to pay attention to anything Miss Cheerilee was saying.

Satisfied with her efforts to get the class to listen to her, Cheerilee decided to introduce their next assignment. "Today we will begin a new project for you to work on this month. This time we are going to be talking about a very special type of people, ones who are rare but always needed in our society. They fight for those that need their help, for what is right and true and they rarely expect anything in return. They may even be willing to risk their own lives to save someone else's, maybe someone they don't even know. These are the people called...heroes. Now could any of you give me an example of someone that could be considered heroic? Anyone?"

The first one to raise their hand was Ditzy Doo, a blonde girl with permanently crossed eyes and probably the only person alive who considered a nickname like 'Derpy' to be a compliment.

"Yes, Ditzy Doo?" Cheerilee prompted.

Derpy asked, "You mean like the Doctor?"

A bit confused, the teacher asked, "Doctor...who exactly?"

"The Doctor, you know? He doesn't have a name."

"I don't think I know who you are talking about."

"He saved me from the Cybermen and stopped the Slitheen from blowing up the Earth. If that doesn't make you a hero, then nothing does!" The ditzy girl stated with a lot of pride.

Everybody else in the classroom however, including Miss Cheerilee, were utterly confused over what she was talking about and an awkward silence soon filled the room.

Eventually, Cheerilee said, "Oooookay...moving on, so can anyone else think of someone with heroic qualities?"

Lyra Heartstrings, a slightly hyper-active musician girl (who had been diagnosed with ADHD, but that's irrelevant) and was always seen alongside her best friend/lover Bon Bon, eagerly exclaimed, "I know one!"

Cheerilee nodded for her to continue.

"How about Captain Marvel? She wasn't just a hero, she was a _super_ hero! I totally adore her after she stopped a flying car from hitting my dad in the head by smashing it mid-air with a single punch, and in doing so, saved his life. And the best part is: it happened before I was born. Meaning: I wouldn't even exist if she wasn't there!"

Sugarcoat, a girl with orange glasses, pig-tails and probably the most ironic name ever, extremely bluntly said, "Yes and then she suddenly turned evil and killed over fifty-seven people before she just disappeared for over twenty years." all in one breath.

Slightly insulted, Lyra looked Sugarcoat in the eye and defended, "Hey, that wasn't her! My dad knew Captain Marvel, and she was not a bad person. The one who killed all those people must have been the Changeling or some other impostor."

"Except the Changeling was already imprisoned when all that happened and she was never able to replicate Marvel's powers."

"Okay, maybe she wasn't the Changeling, but she was certainly not herself. She would never just turn evil for no reason!"

Gilda grimly stated, "You're the only one who still believes that." adding her own harsh input to the conversation.

Lyra took her attention away from Sugarcoat and onto Gilda with a righteous fury, "Yeah, you're one to talk!"

 _That_ caught Gilda's attention, "And what is _that_ supposed to mean, dweeb?!"

Bon Bon, who was sitting between the two, tried to prevent the argument from escalating further by placing a hand on Lyra's shoulder and warning, "Lyra, please just don't."

But her efforts were in vain, and Lyra accused, "What that means is that you're probably just sour about the fact that Captain Marvel kicked your grandpa's feathered ass about a dozen times!"

Lyra thought that that would get Gilda's attention, but instead, all she did was question, "And _why_ should I care what happens to that crazy old buzzard?"

"I just thought you-"

Gilda rolled her eyes and rudely blurted, "Bored now!"

Whatever Lyra was about to say was suddenly lost to her. She knew Gilda could be a bit of a jerk at times, but she was not used to her being _this_ hostile.

However, their little argument got the attention of Miss Cheerilee, who stood up from her chair and reprimanded, "Gilda! We do _not_ act that way to our fellow classmates!"

Gilda huffed and muttered, "Whatever."

"And Lyra, please stop antagonising her." Cheerilee added soon after.

Lyra crossed her arms and gave Gilda a disapproving glare but remained silent. Bon Bon let out a sigh of relief that the argument didn't escalate further, then she gave her 'best friend' a few pats on the back to calm her temper down.

Rainbow Dash internally sighed after listening to that. She knew Gilda was not angry at Lyra, she cared too little about her classmate to properly hate her. However, there was someone else in that classroom who she was certainly angry with, and that was Rainbow herself. It had only been a few days since they officially broke up, and saying Gilda was still sour about it would be an understatement. At this point, she was more than willing to take out her anger on just about anything that annoyed her. It was this aura of hostility that made Rainbow so uncomfortable in her proximity, like her spider-sense could detect her rage from a mile away.

Gilda had always been a bit rough around the edges. But for the most part, she actually wasn't that bad. Rainbow had been friends with her for a long while, ever since they went to grade school actually. Back then, they really did care for each other, so much so that they even started dating for a few months. However, that all went sideways when Dash was eventually forced to choose between her best friends or her girlfriend after a really messy argument. Rainbow ultimately stayed loyal to her friends and basically told Gilda to 'deal with it or go to hell'.

Let's just say that Gilda didn't take that very well...

Having been raised in a family of criminals and money-grabbing vultures (pun intended), with a grandpa who was the city's first supervillain to boot, Gilda didn't have the most comfortable of upbringings. She received next to no love from her deadbeat parents when she grew up, and she was constantly bullied when her sexuality became common knowledge to those around her. Rainbow Dash was just about the only good thing to ever happen in her life, and without her, she quickly turned hostile and pessimistic.

It took Rainbow a while to realise that Cheerilee was continuing her lesson. Not wanting to miss more than necessary, she quickly returned her focus on her teacher.

"...while Captain Marvel may not have left off with such a great reputation, many still remember the days before she turned into a force of destruction. Back then, what the people saw was someone who would go up against the likes of the Changeling, Discord and Silvermane if it meant she could save someone else. One who could convince someone as dangerous as the Molten Man to abandon his evil ways and do the right thing. However, she also proved that even someone as selfless and heroic as Captain Marvel could become cruel..."

After catching a noticeable glare from Lyra when she said that, the teacher added, "...we believe. But, you do not need to have superhuman powers or a mask to be called a hero. Anyone who decided to go out of their way to help someone else could by some definition be called a hero."

Cheerilee loudly clapped her hands together to gain the class' full attention, "So here is your next assignment! You are going to think of someone who you consider to be a hero and present that person's heroic deeds to the class. It doesn't have to be a famous superhero, it could just as well be a hardworking friend or parent who you admire. Anything goes! Any questions?"

Derpy raised her hand and asked, "Sooo...does the Doctor count?"

* * *

Later that day, Fluttershy and Rainbow Dash were spending their lunch break hanging out in the small garden just outside the school.

Since very few students went to that particular garden, Fluttershy liked to spend a lot of time there...away from everybody else when she wanted some time alone. Also, the lush abundance of beautiful plants and the occasional cute little animal made her day worth it. It quickly became her own favourite spot. One day, she introduced the place to Rainbow Dash as well...who mostly just used it to take the occasional nap where nobody would think to look for her.

Right now, Rainbow was sitting on the ground and leaned her back against the odd fish statue in the middle of the garden while watching Fluttershy lie on the grass communicating with a raven that was sitting on her outstretched hand.

Rainbow Dash could probably watch Fluttershy all day...with the way her long pink hair almost seems to glimmer in the sunlight...the way her slightly yellow-tanned skin looked so soft to touch...so much so that all she really wanted was to just go ahead and touch it. What really got to her were Fluttershy's big light-blue eyes that Rainbow (even thought she denied it if anyone asked her) really thought were completely adorable...as long as she wasn't using them to scare the crap out of people with her 'stare'.

Even when Fluttershy was talking to a bird, Rainbow couldn't help but be reminded of why she had fallen in love with with the sweet girl. She was so lost in the sight of her that Dash didn't pay any attention as to what Fluttershy was actually telling her feathered friend.

"...now I'm sure Loki isn't trying to usurp your master's throne, Huginn." Fluttershy assured the black bird, "I think you might just overthink the whole thing."

"Kwak?!" The raven apparently called Huginn 'asked' her.

"From what you've told me, I think all Loki wants is for more people to pay attention to him. Maybe if Odin just decides to spend some time with him and try to bond this whole mess will fix itself."

The raven seemed to be considering the mortal's wise words.

"Now you should go back to Asgard and tell your master that all he needs to do is to show just a little kindness."

Huginn nodded and flew off to who knows where.

Fluttershy then looked at Rainbow Dash, making her tomboyish friend hastily look away in a poor attempt to pretend she wasn't staring. Fluttershy didn't mind though and let a small smile form on her lips. "So, um, Rainbow?"

Dash looked back at her, "What is it?"

"I was just wondering...do you know who you're going to pick for the 'hero assignment'?"

"Not yet. Maybe I can try Daring Do. She got to count, right? I don't know, my brain does _not_ think schoolwork right now."

"Well...I'm just asking because...I think I have decided who I will pick."

"Really? And who's that then?"

She looked away slightly and quietly mumbled, "Um...well...you."

Rainbow had to do a double take to make sure she heard that right. "Wait, what?"

A little louder this time, Fluttershy answered, "I think...I will talk about you for the hero assignment, Dashie."

Now she knew Fluttershy was serious. "But...why me, Flutters?"

"Do you...remember when we first met?" Fluttershy asked hesitantly.

"Of course, how could I forget?" Dash was now really curious about where this was going.

"Then you remember those awful bullies who were always making fun of me all the time back in grade school."

Rainbow gritted her teeth, "Yes, I remember..."

"Well, you were the only one who ever stood up to them. You stood up to them... _for me_. Nobody has ever done anything like that for me before. Sure, my parents always cared and supported me, but they would never dare to stand up to anyone. To me, you're a hero, Dashie, a protector to those in need. I won't deny that to anyone, least of all to you."

Rainbow Dash was speechless, the sincerity and pride in Fluttershy's voice was so genuine that she almost believed her.

"You...really think I'm a hero?" Dash asked uncertainly.

Fluttershy didn't even hesitate before she answered, "Yes, I do."

Her closest friend's faith in her got Rainbow thinking. She had always been really protective to those she cared about, even so much that she chose to give up on her previous girlfriend out of loyalty to them. And when she first met Fluttershy, she got in the face of three boys twice her size with the ferocity of a raging tiger just because they were teasing her. She didn't even back down after she received a black eye and lost one of her primary teeth. It had been a long time since she last showed that kind of tenacity though. She eventually learned not to put herself in danger (relatively speaking). However, now that she had superpowers...maybe Spike's idea of becoming a superhero wasn't so far-fetched after all.

For now, however, Rainbow shook that thought aside and said, "It's awesome that you're picking me for this, Fluttershy, but..."

She trailed off when she heard the familiar rock-themed ringtone of her cell phone coming from her pocket. She promptly fished it out and asked, "Yeah?"

The familiar country accent of Applejack replied, "Rainbow, it's Applejack! Where the heck are you?"

"I'm hanging out in the garden. What's the rush, AJ?"

"Practice is 'bout to start and we're goin' up against Lightnin' Dust's team this time. We could really use your help out there, RD."

"Oh crud, I forgot about that!"

"Well get over here then, we're all waiting on ya!"

"I'll be there in a sec!" Rainbow finished before disconnecting the call.

She then stood up and said, "Sorry, Flutters, but I gotta run!"

Fluttershy nodded, "Of course. Good luck out there, Dashie."

With a confident smile, Rainbow assured, "Thanks, but I doubt I'll need it."

* * *

 **Author's Note:**

Zephyr Breeze...what a character. I actually like him...in a love to hate kind of way, mind you. So I thought I would include him...in a way that does _not_ make him any more tolerable.

Now many of you may wonder about the 'Captain Marvel' Lyra mentioned. Well...you remember how there have so far been several mentions of a bunch of previous supervillains who are now locked behind bars? Yeah, I realised that there had to have been a superhero active back then to reign them in. (obviously the police couldn't have handled it because...you know...it's a superhero story)

Why Captain Marvel (that's Miss Marvel, not Shazam) of all characters though? That's a bit more complicated. Let's just say that it fit into the character's civilian identity...whoever _that_ is.

Y'know, there is usually a very good reason you proofread everything before publishing a chapter. If my common sense hadn't kicked in in time, something could have gone seriously sideways here. When Applejack was comparing Zephyr Breeze to Trenderhoof, I may have mixed up his name with Breaburn's for some reason...and the implications of that could have been...a bit awkward (and I'm not writing _that_ kind of fanfic). This goes to show that you should always proofread EVERYTHING!

Also, there are a few Easter eggs in this chapter that are mostly there just for fun. Feel free to point them out!


	10. 2) A lecture in Heroism, Part 2

**Episode 2**

 **A lecture in Heroism,** **Part 2**

 **How to** _ **not**_ **use your powers responsibly**

Rainbow Dash had always been an extremely athletic person. Even as a child she couldn't sit down and relax without falling asleep out of boredom. She needed to move, she needed to run, she needed to make the impossible possible. For a long time, there were none who could even hope to match her speed and determination...until she went to High School.

While Rainbow was still one of the best, there were at least three others who could challenge her there.

While they may be best friends, the rivalry between Applejack and Rainbow Dash was legendary. Having grown up on a farm, Applejack had spent most of her days doing hard labour, often while working in the harsh summer sun. This left her with an excellent physique and a very well-trained body. While she may not be able to run as fast as Dash could, she made up for it in strength and endurance. There was probably not a single student at Canterlot High who had ever beaten her in an arm wrestle. Her determination to win against Rainbow Dash in whatever they competed in was unrelenting, even if they were competing in marathon running, soccer, basketball, swimming contests, martial arts and even video games.

Her other two rivals were not so friendly though, especially considering one of them just so happened to be Gilda. Rainbow and Gilda used to compete in a similar manner to how Dash did with Applejack, with all of it ultimately being in good fun. Growing up in a pretty bad neighbourhood with a family of gangsters, Gilda had learned long ago to fend for herself. From years of harsh training, she became proficient in all manner of physical activities, including street fighting and many types of sports. Suffice to say, she was not someone to have on your bad side...as a couple unfortunate would-be-muggers found out the hard way. And while her rivalry with Rainbow Dash may have started out friendly, after their breakup, it was anything but.

Rainbow's greatest challenge though was Lightning Dust. A daredevil with an obsession with testing her absolute limits and proving to the world (and her absurdly big family) that she was the best at everything it could throw at her with no consideration or empathy for anybody in her way. She was one of the few who could easily outrun Rainbow Dash and didn't get winded nearly as often as she did. Her greatest weakness though was that she was extremely reckless and didn't grasp the concept of teamwork. During Rainbow's first year at CHS, Lightning reached out to her and they quickly became fast friends. That friendship, however, was short lived. It didn't take Rainbow long before she began to realise how selfish and manipulative Lightning was, especially with how she didn't seem to bat an eye when she tried to win a race by deliberately cutting the other players off...seriously injuring one of them in the process. Even worse: when Rainbow confronted her about that, she simply asked 'so what?' in the most nonchalant manner possible and shrugged it off. After that, she chose to never trust Lightning Dust again.

However, despite all of their strengths and achievements, they were still bound by the limitations of the human body...Rainbow Dash _wasn't_.

* * *

The halls of Canterlot High were, as always, filled with people coming and going all over the place. Some moved about in a calm and orderly fashion, and some others...not so much.

Most students and teachers in those hallways probably would have a hard time describing the prismatic blur that suddenly zipped past them without any warnings given aside from a few "Coming through!"s, "Sorry!"s or "Move out of the way!"s. Considering how fast most people could react to something like that, those warnings didn't really do any good in the end.

The blur was, of course, Rainbow Dash in a hurry to get from one end of the school to the other. Since she had lost track of time during her, admittedly relaxing, visit to the garden with Fluttershy, she was running a bit late to soccer practice, and that was something that she couldn't afford considering her reputation as CHS's best athlete. So to make up for lost time, she decided to make up for it by running as fast as she could...which was pretty damn fast (especially with her new abilities). Her spider-sense was also a good help since it warned her of the many obstacles in her path, whether they be people, lockers or opening doors.

Eventually though, Rainbow reached the girls' locker room. While this might have seemed like a good time to take a quick breather, the fact that nobody else was in there only made it more obvious how late she was. Most likely, the other players had already changed and were out in the field waiting for her.

Not wasting any time, she quickly opened her bag and pulled out her sportswear before she began to take off the clothes she was currently wearing.

After she had slipped off her jacket and t-shirt, leaving her upper body only covered by her bra, she heard a familiar voice behind her say, "Late again, Dash."

Rainbow didn't need to turn around to know who just spoke and continued to unzip her jeans while replying, "Yeah, tell me something I don't know, Gilda."

By the door leading to the soccer field, Gilda was casually leaning against the wall while keeping her eyes squarely on Rainbow Dash...though not in a suggestive way, as one might expect from someone watching another changing clothes, but with clear disdain and anger.

With a shrug, the white-haired girl said, "How about this one? Get your lazy butt over to practice already. We're all waiting on you!"

While she slipped on a dark sleeveless top, Rainbow repeated, "Like I said: tell me something I _don't_ know."

Gilda crossed her arms, "You really want me to go down that road, Dash? Because there's a lot of things your simple brain doesn't seem to know..."

Rainbow suddenly turned around to look Gilda in the eyes and asked, "What the hell is your problem?! Why can't you stop acting like some stupid psycho ex-girlfriend and just leave me alone?!"

"Oh, you know _exactly_ what my problem is." Gilda rebuked with venom in her voice.

"What? You're still mad because I broke up with you?" Rainbow asked as she put on a pair of training shorts.

Gilda answered that by menacingly approaching her former lover and declaring, "Of course I am! Did you think I dated you just because you had a nice ass? No! I loved you! I freaking _loved_ you! You were the only damn thing I had in my life that wasn't a complete mess! You were everything I had! And then you decided to throw all that away, and for what?!"

Rainbow got right in Gilda's face and shouted, "Because you turned into a complete bitch! You know how much my friends means to me, and the way you treated them was so not cool. I could _never_ date someone who is willing to insult and even threaten the people I care about!"

"Trust me, I _know_ how much your 'friends' means to you...especially that little dormouse you care soooo much about."

Dash was starting to realise where this was going, and she didn't like it. "Hold on a minute, are you saying this is all because you were a little jealous? Is that it!?"

"Well, how would _you_ feel if the love of your life cared more for some lame hippy who's afraid of her own shadow than you?"

"Fluttershy! Is not! LAME!"

"So you admit it then? You were planning on dumping me anyway, weren't you? To be with _your little sweetheart_ and leave me living miserable and alone in the dumps you found me in? Some perfect girlfriend you were..."

Rainbow's rage was about to explode any second now. "Well, maybe I _should_ have done that! Fluttershy is a much better person than you'll ever be, and this stupid obsession you have just proves it! Do you think I could _ever_ love someone so selfish and possessive as you?"

"That didn't seem to stop you from being friends with that thief Rarity."

"Are you seriously pulling that one on me?! It's not like you haven't done a lot of illegal crap in your life!"

"I did what I had to do to survive in this stinking town, get that through your thick skull already! You don't have any idea what it's like to be me. You don't know what it's like to have a dad who thinks your entire life is a mistake just because you like girls over boys, or having a mom who's deadbeat drunk all the time, or a grandpa who is a freaking super-villain! No, you, miss Rainbow 'Awesome' Dash, has a mom who's a Wonderbolt and a dad who was once a world-class athlete, and they support you and all of your stupid life choices like there's no tomorrow. And you think that _you're_ somehow the victim here?"

For just a moment, Rainbow was almost feeling bad for her. There was a small part of her deep within that still missed Gilda...but she did not let that part of her control her actions, not anymore.

"Well, boo-ho-ho, that doesn't excuse all the stuff you did, jerk!"

Gilda's eyes narrowed, all common sense, reason or compassion were gone in them. All that was left was anger...anger and hatred. Rainbow Dash responded in kind with a similar type of expression, thus showing that she too was beyond reason.

This argument had only one possible conclusion, one possible outcome, there were no parallel universes were this argument didn't lead to someone ending up with bruises and bandages by the end of the day. Gilda and Rainbow Dash had reached the point where physical violence was the only answer.

However, that confrontation would have to be put on hold.

"Are you two done already?" A third voice interrupted.

The person who spoke was a girl with windswept blonde hair that slightly, if not quite, formed a Mohawk, her lips took the form of a bemused and very smug smile with a glint in her eyes that betrayed a cockiness even worse than Rainbow Dash's. It was Lightning Dust, and she had just come over to see what was taking so long when she ended up paying witness to the argument between the two former girlfriends.

Gilda sharply turned to her and declared, "None of your business, dweeb!"

Lightning rolled her eyes, "Uh, yeah it is. I've been waiting for you slowpokes to get to the field for close to..." she checked her watch"...little more than half-an-hour already, and as entertaining as watching you two bicker like an old married couple is, I have a match to win, and there are no winners without losers, are there?"

With a sliver of her competitive spirit back, Rainbow asked, "Is that a challenge?"

"Absolutely. Now are you two coming or not?"

Gilda gave Dash one last look before warning, "We'll finish this later."

With a tense tone in her voice, Rainbow replied, "Yes...we will."

* * *

While Dash had quite a few rivals, she also had some fans...

...or at least _one_.

Over a dozen students had gathered on Canterlot High's soccer field, most of them having already changed into their sportswear. However, none of them were playing at the moment. Instead, most of them were impatiently slouching on the grass or on the bleachers, wondering what on earth was taking their 'star player' so long.

There was one among the lot though who was practically brimming with excitement. Her name was Scootaloo: a 14 year old girl who was without a doubt Rainbow Dash's biggest fan. In fact, Rainbow had even gone so far as to accept Scootaloo as her honorary little sister.

One would be forgiven for believing that she was a boy given her short purple hair and tomboyish clothing consisting of a black hoodie and a pair of green cargo pants, but she was definitively a girl...even though she didn't always act like one. There was a part of her appearance that stuck out though, and that was that the lower part of her left leg was replaced by a prosthetic. Her leg had been amputated about a year ago after an accident involving an ice cream truck and her scooter, but she didn't let that crush her spirit or stop her dream of one day becoming as fast and strong as Rainbow Dash.

She was sitting on the bleachers with her best friends Sweetie Belle and Applebloom, the younger sisters of Rarity and Applejack respectively. Sweetie was the more feminine of the two, as her name might suggest, and could be recognised by her slightly curly pink and lavender hair as well as her pink jacket and yellow skirt. Applebloom was far more rustic in appearance, hailing from the same farm her big sister Applejack came from, and that was evident by her simple green shirt and jeans shorts. However, she had a very feminine bow in her red hair to make up for it.

While Scootaloo could barely contain her excitement at watching her idol quote on quote 'be awesome', her friends didn't really share the same enthusiasm.

"So...what are we waiting for again?" Sweetie Belle asked, her voice cracking a little as she spoke.

Scootaloo proudly answered, "Rainbow Dash of course! She has been training for this all summer and she's going to totally rock it!"

"Yeah, but she's sure takin' her sweeeet time..." Applebloom noted, speaking in an accent similar that of her big sister Applejack. "Seriously, what's takin' her so long?"

"Well...I'm not sure, but she promised me she would show up sooner or later."

"Did she say _how_ much later?"

"Not really, but I bet it'll be any second now."

"I hope you're right about that."

Sweetie suggested, "Maybe she's getting prepared or something. You won't believe how much time Rarity spends prettifying herself before she leaves the house."

"Sure, but she's...well... _Rarity_." Applebloom noted, "I doubt Rainbow would care about that kind of stuff..." then she looked at Scootaloo "Would she?"

Scootaloo grimaced a little and revealed, "Actually...you'd be surprised." making both of her friends look at her curiously.

Scootaloo lowered her voice to a whisper, "This is kind of a secret, but..." Applebloom and Sweetie Belle leaned in closer to hear her, "...she goes to the spa, like, every week, but not when any of her friends does it, and she likes to wear vanilla perfume all the time...but mostly when she's going to meet Fluttershy. No idea why though. However, she made me 'Pinkie Promise' not to tell it to anyone, so this stays-"

"Ahem!" A voice suddenly announced behind her, causing Scootaloo's eyes to widen in dread before she slowly turned around.

Staring at her with a disapproving glare was none other than Pinkie Pie, and she was _not_ pleased. Scootaloo was so terrified that she didn't even bother noting the strangeness of how she literally appeared out of nowhere and how she was poking her head _through_ the bleachers. "Uh...hi, Pinkie Pie."

"Scootaloo, did you just... _break_ a 'Pinkie Promise'?"

Scootaloo's eyes darted back and forth nervously for a moment, then she answered, "Actually...well...Rainbow sort of implied that when she said 'tell nobody about it', she meant 'nobody but Sweetie Belle and Applebloom'...I guess."

Suddenly, Pinkie Pie's mood did a complete 180 and she flashed a cheerful smile and conceded with a, "Okey dokey lokey!" before she disappeared in the same mysterious way she appeared.

The three girls let out a collective sigh of relief after she was gone. While Pinkie Pie might be one of the friendliest girls on the planet, god help you if you ever break a 'Pinkie Promise'. She happened to be _very_ serious about those.

"Phew...good thing you managed to get out of that bag of molasses..." Applebloom noted.

Scootaloo shrugged, "Lucky me. Still, I guess it might actually be true. As long as we don't tell anyone else I suppose we're off the hook for now."

"Who am I supposed to tell anyway?" Sweetie Belle asked with just a dash of bitterness, "Rarity always did like to hear gossip like that, but...well...you know."

Noticing the mood Sweetie was starting to get in, Applebloom put an arm around her shoulders and said, "Come now, Sweetie Belle, she won't be in there forever or anythin'. It's all goin' to be fine."

"Besides, you _can_ visit her any time you want." Scootaloo provided.

Sweetie looked down at her feet, "Yeah...through a bullet-proof glass window, with those scary guards watching me all the time." she then gave Scootaloo an angry look, "I even have to speak through a phone just to hear her, a PHONE! It just looks silly when she's sitting right in front of me."

Applebloom patted her on the back, "There, there, Sweetie, it's okay. I mean, it could be worse...right? That Storm guy is tryin' to take my family's farm away from us and I'm still in mighty good spirits, yeah...he he he..." However, her tone and nervous laughter at the end hinted that she wasn't in such 'good spirits' as she claimed.

Scootaloo added, "...And I...lost my leg." albeit with a bit more bitterness than she intended, "Yeah, that didn't really help, did it?"

"No, it probably didn't." Applebloom concurred.

Sweetie Belle sombrely noted, "Well...at least you tried."

Before the mood got too depressing for the dynamic trio though, Scootaloo spotted something that immediately got her excited. "Look girls, it's Rainbow Dash!"

* * *

After a lot of waiting for everyone involved, Rainbow Dash, along with Gilda and Lightning Dust, finally stepped out onto the soccer field all prepared and ready to start playing.

The first one to notice them aside from Scootaloo was the PE teacher, Miss Harshwhinny, a stern middle-aged no-nonsense woman with a Brittish accent. And as soon as she saw Dash step out in the field, she scolded, "Miss Dash! How many times do I have to remind you of punctuality? If not for the fact that your team refused to begin until you arrived, we would have already started playing half an hour ago."

One of the players, a girl with the very fitting name: Sour Sweet, used a sickeningly sweet tone to say, "Yeah, we didn't want you to miss out on anything, honey..." then she suddenly changed her whole demeanour and took on an angry, bordering on hysterical, tone, "... _WHEN YOU DIDN'T SHOW UP FOR OVER TWENTY MINUTES!_ "

When Rainbow saw the other players' disapproving glares directed at her, as well as Lightning Dust's haughty smile, she clenched her teeth a little and nervously tried to come up with a good enough excuse. However, when she caught a glimpse of Scootaloo looking at her with an expression of joy and anticipation, her heart melted a little and Rainbow managed to gain a small smile. Her honorary younger sister tended to have that effect on her. Just knowing that she had such a devoted fan made her instantly forget how cross she was with Gilda and got her squarely in 'the zone' as it were.

With her fighting spirit back, Dash said, "Sorry teach, got held up. Now are we gonna play or just stand around talking about how bad it is that I'm late?"

Miss Harshwhinny crossed her arms, "You're not quite off the hook yet, Miss Dash, but you do have a point." then she raised her voice, "Students, you know your teams, get ready!"

Keeping her eyes on Rainbow though, Harshwhinny quietly added, "I'll have some words with you later though..."

With those words said, the players immediately scrambled to their feet and began to get to their respective positions. Some were making an effort to move as much as possible to get back the warm-ups that they lost because of the delay. Still, they were quite eager that something was finally happening.

* * *

There were two teams, the Wondercolts and the Shadowbolts, Rainbow's and Lightning's teams respectively.

The Shadowbolts consisted of Lightning Dust, her sister Indigo Zap, Gilda, Sugarcoat, Sour Sweet and two other girls named Lemon Zest and Sunny Flare.

The Wondercolts (names after the Wonderbolts) consisted of Rainbow Dash, Applejack, Pinkie Pie, Lyra Heartstrings, Bon Bon and Vinyl Scratch. At one point, Zephyr Breeze wanted to join them (probably in an attempt to impress Rainbow Dash), but got kicked out after a terrible performance. Ditzy Do got his spot on the team instead.

While Rainbow Dash had a lot of faith in her team, she knew they had little to no chance of beating the Shadowbolts. The members of the rival team were just _way_ more disciplined, with a clear cut goal of winning above all else. Also, with Lightning Dust, Gilda and Indigo Zap, some of the school's best athletes, on their side, they held a clear advantage. The Wondercolts were mostly playing for fun, and some of them joined just because nobody else would take them. Rainbow Dash, Applejack and interestingly enough Pinkie Pie were about the only ones on the team who were even that good at these kinds of sports. They had tried to score a win against the Shadowbolts for close to a year now, but so far, it simply hadn't happened.

However, as Rainbow Dash stared into Lightning Dust's eyes in the middle of the soccer field, she knew that was about to change. While she had promised Twilight that she wouldn't show off her spider-powers in public, she decided that she was going to use at least some of it today. No wall-crawling or web-shooting of course, but that was not all that was new with her.

With her spider-sense she knew exactly where every single player on the field was, and that was an advantage that none on the opposing team had. And with her increased speed, agility and reflexes, she was pretty sure that not even Lightning Dust would be able to keep up with her. However, the cocky daredevil didn't seem to be aware of that yet.

All her muscles properly warmed up and ready, a small line of sweat coming from her forehead, Rainbow could see that Lightning was prepared to score the next win. The slightly sociopathic grin on her face only made that more apparent. "So, Dash, ready for another defeat?"

Rainbow Dash, by contrast, was far more relaxed. She held a slightly nonchalant pose, and while her grin was just as smug as her rival, her expression was far less aggressive. Her demeanour spoke of someone who knew, not just thought, that she was going to win...even without much effort given. "I don't know...are you?"

"Me? Lose? HA! Don't you remember what happened last year? Because if I remember correctly, your stupid team couldn't get a single point. I mean, I can take losing a match, but that was just embarrassing."

"Yeah, keep telling yourself that. I promise you though, this time, things are gonna be different."

"As if."

"Don't say I didn't warn you."

Miss Harshwhinny came up between them, a soccer ball in her hands. "Alright then, students. I want to see a clear and fair match. Anybody who is caught breaking the rules or sabotaging for the other players will be immediately sent off their team with a dire warning." with a bitter look directed at Lightning, she added, "That goes double for you, Miss Dust. Understood?"

After letting out a small groan while rolling her eyes, Lightning reluctantly answered, "Yes, ma'am."

Seemingly satisfied with her answer, Miss Harshwhinny placed the ball on the ground between the two star athletes and stepped away from the field. "Alright then, begin on my signal."

Anticipation filled the air as everyone waited for said signal. Scootaloo was sitting at the edge of her seat trying to get the best view possible, Gilda was keeping an eye on her ex-girlfriend like a hawk, Lightning Dust was waiting like a bear trap ready to go off at any moment, Applejack licked her lips once in anticipation, Pinkie Pie was jumping up and down happily (like she always did), Lyra and Vinyl appeared to be communicating something via hand gestures while Bon Bon looked between the two confusingly, Zephyr Breeze turned out to be sitting on the bleachers while trying to get a good view of Rainbow's backside (pervert), and Rainbow Dash herself was sensing all of this with her Spider-sense.

Just before the game started, Rainbow commanded, "Derpy, catch!"

Then the signal came in the form of Miss Harshwhinny's whistle, letting everybody know that the game was officially on.

Lightning Dust reacted as fast as any ordinary human being possibly could when she moved her foot to kick the ball, but Rainbow Dash was way faster than her, and managed to use her foot to send it flying back to her team member Ditzy Doo, who somehow managed to react quickly enough to kick it straight across the field over to where Applejack was waiting for it.

Once Applejack got the ball, she started to charge towards the opposing team's goal with the determination of a raging bull. Indigo Zap tried to cut her off and take it from her, but Applejack would have none of it, and managed to keep the ball well out of Indigo's reach. However, when Gilda also ran at her, she knew she was about to be outmatched. So as a last ditch resort, she tried to kick the ball over to one of her teammates on the other side of the field...only to severely miss, sending it towards Lightning Dust instead.

Seeing the opportunity, Lightning lined up the next shot perfectly and kicked it with enough force to send it flying directly towards the other team's goal. As usual, she had managed to use her quick thinking to score her team an easy point without much of a hassle at all. Or...at least that was what she _thought_ she had done.

What she didn't expect was for Rainbow Dash to jump a metre up into the air, intercept the ball, and kick it with enough force to send it straight into the Shadowbolts' goal so fast that their goalie Lemon Zest didn't have a chance of reacting quickly enough to do anything to stop it.

It had all happened so fast that it took a few seconds for everyone to comprehend what had just transpired. While Rainbow Dash was known for pulling off some very impressive feats, none of the other players had ever seen her do anything quite like that.

Scootaloo, in fact, was so amazed by the what she had just witnessed that all she could say was, "Wow..."

Lightning Dust was speechless, her jaw was dropped, and she kept frantically looking between her goal and a very smug-looking Rainbow Dash. She wasn't just surprised by Dash's gravity-defying jump kick, but also the fact that she managed to instantly turn what would have been a guaranteed goal for the Shadowbolts into a win for the Wondercolts.

Seeing her expression, Rainbow put her hands on her hips and boasted, "How's _that_ for never losing, Dusty?!"

While the outcome was certainly unexpected, it was in the end just _one_ goal, and Dust was not one to give up easily. "Eh, you were lucky, I guess. I doubt you'll get any more than that though."

"Wanna bet?" Rainbow offered with probably the most arrogant smile Lightning had ever seen...when she wasn't looking into a mirror.

With a small chuckle, Lightning assured, "You bet I do."

She would soon come to regret that decision.

As soon as Lemon Zest had kicked the ball out of her goal and back onto the field, Rainbow was on to it in seconds.

With a velocity unlike anything she had displayed before, it didn't take long before she practically owned the field. While the other players were struggling just to keep up with her, Dash was running circles around them. She knew exactly where the ball was at all times, she knew exactly where all the other players were at all times, she knew just who to pass it to whenever the situation called for it, and she knew just how to stop any and all attempts by the Shadowbolts at getting the ball anywhere near the Wondercolts' goal.

Whenever anyone on team Shadowbolt tried to pull something off that could give them at least a single point, Rainbow Dash was able to find some miraculous way to turn the whole thing around. With the Shadowbolts nearly spotless track record when it came to winning these kinds of games, they were completely baffled by the fact that a single student was effectively making the whole team look like a bunch of amateurs.

Even the others on Rainbow's team were growing frustrated with her sudden success-rate. While they were happy that the Wondercolts were scoring more points against their biggest rivals than ever before, it was also clear that Dash was outshining all of the other players' efforts. Every single goal had been done by Rainbow Dash, and the most the other players could contribute was merely to stall or pass it around for their team leader to play the whole game for them.

Applejack in particular was getting increasingly frustrated by how much Rainbow Dash kept showing off. Best friends they may be, but there were few things that could rile her up as much as when Rainbow's ego got out of hand, especially when she didn't even realise that that ego was hurting others. Pinkie, Lyra and Bon Bon were no happier about this either, and Vinyl Scratch, the Wondercolts' goalie, was starting to get seriously bored by the fact that Rainbow kept making sure that no soccer ball was getting anywhere near her, thus making her job essentially pointless. The only one who wasn't particularly angry at Rainbow Dash right now was Ditzy Doo, who was most of the time indifferent about pretty much everything.

The Shadowbolts though...they were getting more and more infuriated by the minute. Lightning Dust was in complete disbelief. None of this made any sense to her. She had trained for years to be the best athlete in Canterlot, and she could for some reason beyond her understanding suddenly not amount to anything in this match. Lemon Zest was starting to wish she could switch places with Vinyl Scratch right about now, as for every time the ball flew past her, she was worried it would hit her hard enough to hurt. Indigo Zap, who happened to be one of the best runners in the school, was desperately panting for breath while her knees were practically begging her to slow down. Gilda was already angry at Rainbow Dash when the game started, and was by now practically fuming with barely controlled anger.

After managing to secure nine points for her team, Rainbow Dash was still keeping a firm grasp on the soccer ball. This time, she went one step further and bounced it on her knees while _keeping her eyes closed_.

Lightning Dust and Gilda were once again trying to catch up with her, but it was no use. With her spider-sense, super strength, increased speed and reflexes, she had no problem keeping them at bay. A fact she made sure to rub in their faces as much as possible.

Rainbow knew she could go a bit easier on them, or at least not taunt them with her smile of superiority, but...she _really_ enjoyed showing them up. Having the once unbeatable Lightning Dust drive herself to exhaustion just trying to keep up with her gave Rainbow a small amount of sadistic glee, and after all the things Gilda just said to her, she wanted to make her feel every bit how much that hurt...forgetting the fact that Gilda said those things _because_ her life was already miserable enough.

Driven to near desperation, Lightning Dust finally had enough with playing fair. Losing now without a single win to her name was a humiliation she could not even stand the thought of. The words spoken to her by her uncle Wind Rider came to mind: "Sometimes you must play dirty to be the best", a lesson she had taken in stride. It was time to take the gloves off.

The one odd ring Lightning had on her right hand was not just for decoration: it was, in fact, her secret weapon. If activated, the ring could discharge a painful electric jolt to anyone she put her hand on. While it may not be strong enough to seriously hurt someone, it had just enough kick to disorient them for short periods of time.

Gilda was also growing frustrated with how things were going, and the urge to cause Dash physical pain was starting to take over her common sense. Unlike Dust's idea however, Gilda preferred the more blunt approach.

At that moment, Rainbow's spider-sense went off like crazy, telling her that danger was approaching from two directions at once. She could sense that there was something dangerous about Lightning Dust's approaching hand, and also that Gilda was running straight at her, probably with the intention of tackling her.

Rainbow's eyes suddenly snapped open, then she twisted her whole body around so that Gilda narrowly missed her, but since she was in full motion, she couldn't stop herself fast enough before she ended up tackling Lightning Dust instead. In a panic, Lightning grabbed onto Gilda for dear life, but as she had already activated her electric ring, she ended up sending a painful buzz of electricity into Gilda's shoulder...while unintentionally dragging both of them down to the ground.

And with her two biggest rivals down for the count, there was nothing to stop Rainbow Dash from kicking the ball into the net one last time, scoring the last point needed for the Wondercolts' first victory against the Shadowbolts in years.

After taking a quick look at the scoreboard, Miss Harshwhinny announced, "And the winner is...the Wondercolts!"

Scootaloo immediately stood up on the bleacher and hollered, "That. Was. SO AWESOME! You rock, Rainbow Dash!"

She was not the only one though. Soon enough, everyone else on the bleachers except for Applebloom began to cheer as well. That was...all five of them. Still, that was more than enough for Rainbow Dash though. And with their cheering fuelling her ego to maximum, Rainbow began to perform an extremely silly victory dance to celebrate it.

"This is the best thing ever!" she enthusiastically declared, "I won, I won, I won, because I'm the bestest, and I'm awesome, and they know it, ah-ah ah-ah ah-ah!"

Lightning Dust was at a complete loss for words when she slowly got back on her feet while stealthily hiding her electric ring in her pocket. With not a single point to their name, the Shadowbolts had just suffered the most humiliating defeat in Canterlot High's history. As a team with a reputation for never losing...ever, it struck them hard...and it struck Lightning Dust the hardest.

In utter disbelief, Lightning sputtered out, "What, what...how? What the hell was that, Rainbow Dash?!"

Still keeping her arrogance, Rainbow gave her a slightly pitiful look, "You said it yourself, Dust, you snooze, you lose."

"But I _never_ lose! I've faced you and your team many times before and you were never _this_ good back then." She then raised an eyebrow, "There's something fishy going on here, isn't there?"

Rainbow just waved her off, "Heh, puh-lease, as if!"

However, Lightning Dust's concerns caught the attention of Applejack, who approached her and noted, "Like it or not, Rainbow, she's got a point. I have never in my life seen you move like that before."

Pinkie Pie popped up right next to her, "Yeah, what have you've been taking? Chemical X?"

Dash's eyes widened upon hearing that suggestion, "Wait, what?"

"Dash..." Applejack began with a sigh, "...I know you want our team to win and all, and would probably do anythin' to make that happen, but please tell me you didn't resort to doin' anything unsportsmanlike."

"Actually, please do tell us that," Lightning urged, "because if you did, then I can at least have an excuse for losing."

Rainbow only now noticed that nearly everyone was staring at her. Most of those weren't the good kind of stares either. While she was fully expecting the Shadowbolts to glare at her after suffering such a humiliating defeat, she was a bit more surprised to see her own team look at her like she had done something wrong.

Having a suspicion of what they were accusing her of, Rainbow defended, "If you're saying that I would ever cheat just to win a game then you clearly don't know me at all."

"Then why are you suddenly so much better than you usually are?" Pinkie asked while narrowing her eyes suspiciously.

"Maybe I was just lucky or something."

Lightning Dust didn't buy it, "As if? No one is _that_ lucky! Face it, Dash, you're a cheater, so why don't you just man up and admit it?"

With an accusatory tone in her voice, Rainbow sarcastically answered, "Yeah, just like _you did_ when you gave me food poisoning just to get first place in the Canterlot High Marathon?"

Lightning's eyes suddenly widened and zipped back and forth while she nervously rebuked, "Well...that's...that's...you have no proof that I did that!"

Her response did not exactly help her situation and served to only dig herself deeper. It got even worse when Gilda put a painfully firm grip on her shoulder and whispered, "Or that little joy-buzzer of yours..." into her ear with a menacing tone. "Now do us all a favour and walk away before you make this whole situation even worse. I'll deal with her."

Lightning gave an arrogant snort at that, but ultimately decided to take her advice. She gave Rainbow Dash one last glare before she turned around and began to leave. Though as soon as her back was turned, she quietly muttered, "...I'll get you next time, Rainbow Dash...next time..."

Gilda then looked at Rainbow Dash with a fair bit of tranquil fury in her eyes but didn't say a word. This time, she didn't really need to say anything to get her point across.

"Look," Rainbow said while looking at Gilda and the other Shadowbolts, "I get that you guys are upset that you lost, but come on, everyone does eventually."

"I guess that is true..." Sour Sweet (who was standing next to Gilda) noted in a sad, sombre tone...then she abruptly changed it to an angry and bitter one, " _...for anybody but us!_ "

"Rainbow..." Applejack said, speaking in a clear and steady voice, "Did you, or did you not cheat to win this match? And I want you to look me in the eye and tell me the absolute truth, nothing more, not a darn thing less."

Rainbow turned to Applejack and looked her friend in the eyes. She saw no anger in them, just determination. So after releasing a meaningful sigh, she answered, "I did not cheat. I just...I wanted us to win. I mean, the Wondercolts have never beaten the Shadowbolts before and...I chose to not hold back anymore."

Seeing that at least _most_ of what Dash was saying seemed to be true, Applejack said, "Alright then, at least that's cleared up. But Rainbow, you may not have realised it, but you made the rest of us feel mighty bad about ourselves. We're supposed to play as a team, but its hard for us to do that when you keep showin' off like that."

"Besides," Pinkie added, "It's not really that fun to play when you're so much better than the rest us. I mean, look at Vinyl, she didn't even get to do anything during the whole game!"

Upon hearing her name being uttered, the blue-haired girl nodded absentmindedly while her magenta eyes were showing a very bored expression. (She weren't wearing her shades during soccer games for safety reasons)

Sugarcoat (who was just standing in background) bluntly commented, "You could have also have been a bit less smug about it and not make the rest of us feel like we were middle-school children." in her usual fast-talking way.

Rainbow looked at the silver-haired Shadowbolt with a raised eyebrow, "Okay, first off: you guys have no right calling _me_ smug, second:" she turned back to her own team, "Chillax people, I scored our team the first win against the Shadowbolts in years, so...you're welcome!"

"Thanks...I guess?" Pinkie answered uncertainly.

"Yeah right." Gilda said with quite a bit of venom in her tone, "Like this was about _them_ in any way. You could care less about your little team of losers. This was about _you_ , and you alone! _You_ wanted to win, _you_ wanted to humiliate the rest of us, _you_ wanted to humiliate ME! Well, guess what, girlfriend, I am sick of your crap!"

Rainbow narrowed her eyes at Gilda, a clear and unmistakable expression of fury evident in them. "Funny thing you brought that up, Gilda, because the feeling is mutual."

"Good! Finally we can agree on something. I may have grown up in a family of gangsters, but you're the most evil person I've ever met! At least _they_ didn't pretend to love me before stabbing me in the back! And now that you don't have to play nice for me anymore you showed everyone who you really are: a self-centred braggart who doesn't care who she hurts as long as she's 'cool' while doing it!"

"SHUT UP!" Dash screamed at the top of her lungs, silencing everyone on the soccer field. Gilda's words really struck a cord with her, as was evident with how her face had turned red out of anger. Her cockiness was gone, replaced with her overwhelming hatred for her ex. "You're calling _me_ self-centred, bitch?! I'm not the one who threatened to hurt an innocent girl just because of petty jealousy! I'm not the one who made Fluttershy think you were going to literally murder her on her way home every day! And I'm definitively not the one that would whine about her sad pathetic life to the whole school like a little crybaby!"

That was it, that was the threshold, the point of no return.

Gilda steeled her facial expression into a cold merciless glare, a sign that she was far beyond reasoning, right now she was an eagle ready to pounce on its prey. She turned around, took a few hasty steps over to where the soccer ball was and picked it up. She hesitated only for a second before she she sharply turned back around and threw the ball as hard as she possibly could directly towards Dash's face.

The sharp buzzing of the spider sense blared like a fire alarm in Rainbow's head, and she reacted fast enough to move her face away from the incoming projectile. However...the one standing behind her did not have a spider sense.

As soon as the argument between Rainbow and Gilda began to escalate, Scootaloo had made her way down from the bleachers in order to try putting a stop to it. Being the supporting sister that she was, she couldn't just sit still and do nothing. Unfortunately, she did not expect the ball flying at her before it was far too late. Scootaloo could barely grasp what was even happening when it hit her in the face so hard that it knocked her off her feet and sent her falling to the ground.

Time seemed to slow down for Rainbow as she shouted, "Scootaloo!" and ran over to her little sister's side. Her concerns only worsened when she saw Scootaloo whimper in pain while her nose was bleeding. She was also not the only one to come to the young girl's aid, as Applebloom and Sweetie Belle were at her side in seconds, their faces showing much concern over the well-being of their best friend.

Frantically, Rainbow Dash got on her knees next to the downed Scootaloo and rambled, "Oh, no, no, no, no, no, no, no, please be okay, please be okay, please be okay..."

Scootaloo sputtered out, "AAaaghhh...it hurts...aaahhh..."

With the authority of a military officer, Dash looked at Pinkie and ordered, "Pinkie, get her to the nurse, NOW!"

Too panicked to object to that, Pinkie ran over to the injured girl and picked her up, fast but gentle. By this point, Scootaloo had begun crying, evident by the tears that were pouring from her eyes. Pinkie didn't waste any time before she carried her away towards the school nurse.

Rainbow Dash _could_ have taken her there herself, but she had something else to do first. After all, it would be a cold day in hell before she would allow someone to hurt her little sister and get away with it.

Gilda however, was in a state of shock. She had no intention of hurting Scootaloo, or anyone other than Rainbow Dash for that manner, and it was only now she realised that her rage had once again erupted out of control. However, she came to that realisation a bit too late for her sake and before she could snap out of her trance, Rainbow had managed to make it over to her and punch her in the jaw with enough force to nearly dislocate it. Gilda had no time to recover from that impact though, as another punch to the other side of her face was not far behind, making her spit blood out of her mouth in the process. The final impact was a kick to her gut that hit with enough force to send her flying two metres back before crashing onto the ground, making her roll on the rough grass a little before she eventually stopped.

Rainbow was about to follow up her assault, but was stopped when Applejack stepped between the two and sternly declared, "That's enough!"

Dash stared at Applejack with an angry expression while breathing heavily through her nose. Applejack was not budging though, and managed to keep her cool despite her friend's glare. That determination gave Rainbow pause though, and she soon began to realise just how far things had almost gone.

She saw everyone around her look at her fearfully, almost like it would only be a matter of time until she attacked them too. However, it was not the sight of their frightened eyes that got to her the most, it was the sight of Gilda lying helplessly on the ground, quivering in agony. The once terrifying girl's face was filled with bruises, she had a black eye, severely damaged lips, and blood was leaking out of her mouth and nose. The sight of Gilda in that state made Rainbow Dash afraid...afraid of what she could do. She hadn't considered just how strong she was now, and how easily she could hurt someone.

"I'm sorry..." Was all Rainbow Dash could say. Though to who exactly, it wasn't clear.

* * *

 **Author Note**

This chapter was painful to write. Why? Because of football...or soccer or whatever you Americans out there call it. Seriously, why the hell is American Football called that, it makes no sense whatsoever! You use your hands, not your feet, so why is it...(breathe in...breathe out...relax...)...sorry about that, got a little carried away there. We live in a world that makes no sense, what else is new?

Now, I am not a sports fan. I don't like to play sports, and I can hardly think of anything more boring than to watch sports (granted, I love watching people perform weird and absurd sports, but that's mostly because I find it hilarious). So writing a chapter about some teenagers playing footba...I mean soccer isn't really my idea of fun.

Also, things got a bit violent there, didn't it? That's High School for ya...I think. We don't really have High School in my country, or if we do, it isn't really called anything like that.

Anyway, I always felt that the fight with Flash Thompson in the first Spiderman film was a bit poorly handled. The scene itself wasn't that bad, but I personally would have preferred that it showed more fault on Peter's side of things. I mean, the whole point of the scene was so Uncle Ben could give him a lesson in responsibility, but Peter only acted in self-defence and didn't do anything wrong, so what was he supposed to learn about it anyway?

Here I tried to make it clear that Rainbow was acting irresponsibly, but also understandingly...which is a very hard balance to maintain.

Also, yes, Scootaloo has a prosthetic leg. I got the idea from a picture I saw on Deviantart, and it seemed to fit her in a world where people don't normally have wings.

Now Miss Harshwhinny may seem like an odd choice for a PE teacher, and I personally think Spitfire would be a better choice, but since the Wonderbolts are a thing in this story, that wouldn't really work. Also, who's to say Harshwhinny _isn't_ good at athletics? Especially considering how involved she is with the Equestria Games?


	11. 2) A lecture in Heroism, Part 3

**Episode 2**

 **A lecture in Heroism,** **Part 3**

 **A Valuable Lesson**

Firefly had been through quite a lot in her 46 year old life.

She had passed military school and the Wonderbolt Academy, flown fighter jets into hostile territories, survived the Yakyakistan war, and most trying of all: managed to raise a daughter...a daughter that happened to be Rainbow Dash.

Despite Rainbow's brash attitude and enormous ego, Firefly had more respect and love for her than anyone else in the world. Over the years, she had learned to trust her daughter to make her own decisions on what to do in life. If she wanted to be a top class athlete, then Firefly would do what she could to get her into shape, if Rainbow wanted to become a member of the Wonderbolts, then her mother would teach her everything she would need to know to become one, and if Rainbow Dash wanted to start dating a girl, then Firefly would gladly welcome that girl with open arms.

However, there were some things her daughter did that ended up crossing the line, and this was one such occasion.

When Principal Cadence called and told her of Rainbow's fight with Gilda, Firefly couldn't decide if she was surprised or not about what had happened. She was most certainly disappointed though. While she had expected her daughter to still be at odds with Gilda, and would probably not forgive her anytime soon, Firefly thought she was at least mature enough to not resort to physical violence because of it.

Truthfully, she didn't even know _what_ to think when she looked at her daughter staring off into nothingness in the chair next to her. A part of her was undeniably angry, no _furious_ , at what Rainbow had done...while another part of her wanted nothing more than to just give her a big hug and tell her that it's all going to be okay.

Rainbow Dash herself happened to be just as unsure on how to think about this situation as her mother. She knew when she had overstepped her bounds, and she wasn't dumb enough to not see that she had gone way too far when she attacked Gilda.

However...if there was one thing that Rainbow really hated, it would be to be seen as the villain, the bad guy, the one who did wrong, and the one that caused all the pain to those around her. She knew that none of the things that had just happened would have happened if it wasn't for her actions: it was Rainbow Dash who made the other players mad at her by abusing her superpowers, it was Rainbow Dash who provoked Gilda into accidentally hurting Scootaloo, and it was Rainbow Dash who nearly put someone in the hospital by letting her anger get the better of her. Still, she just could not find it in her to admit that she was the one who did anything wrong, she just couldn't.

And as the irritatingly obnoxious noise of the clock on the wall kept ticking, it only made the extremely uncomfortable silence in the Principal's Office feel a lot worse than it already was. Even if she hadn't gotten her spider-sense, Rainbow still found little things like that annoying...especially when it was so unnervingly quiet.

She tried not to notice the glares that the other people in the room were giving her, but it was not easy. While Gilda's threatening and aggressive nature was not nearly as prominent given the black eye, bruised lips and defeated pose, her hatred for Rainbow Dash could still be felt in the look she gave her from the other corner of the room. The old man sitting next to Gilda was no happier about what happened either, and his glare at Rainbow from his one functioning eye was nearly as terrifying...especially considering the fact that he was once a supervillain.

Not everyone was looking at her though, and strangely enough, that was also a problem. Her own mother's refusal to look her in the eye made it perfectly clear that she was very disappointed in her, and that made Rainbow feel even more uncomfortable.

The ones that bothered her the least in the room were actually the ones who's judgement would affect her the most. Principal Cadence was clearly trying to be as diplomatic and neutral about the situation as possible, while the police officer standing next to her (who happened to be Cadence's husband), was trying to be the same.

For Captain Shining Armour, these kind of assignments were usually way below his pay grade, but as a personal favour to his wife, and the fact that the one involved happened to be a close friend of his younger sister Twilight, he decided to handle the situation anyway.

At first glance, it would be very hard to guess that he and Twilight were related at all, since they looked nothing alike. Twilight was a short and lanky girl who could barely run ten metres before getting winded, while Shining Armour in comparison was tall, had an excellent build and could run down and tackle any would-be-burglar to the ground with little effort. Strangely enough, Shining didn't even have Twilight's dark skin colour, though that was mostly because of their parents having different skin tones. The one thing they did have in common in terms of appearances were the fact that both of them had dark blue hair with colourful streaks in it...yet in slightly different tones.

Unlike pretty much everyone else in the room, Shining Armour's stink eye was not on Rainbow Dash...or even Gilda, but instead on the man Gilda was sitting next to: Gruff, AKA the Vulture, AKA Canterlot's very first supervillain. While it was true that he had gone through years of rehabilitation and was released on good behaviour, Shining, being a cop, could easily tell that it wouldn't take much for old Gruff to relapse into becoming the Vulture again. Honestly, the only reason why he was even allowed on school grounds was because he was the only one of Gilda's next of kin who could come. Cadence couldn't reach Gilda's mother no matter how hard she tried, and Gilda's father outright refused to have anything to do with his own daughter anymore, so...they had to settle for her ageing, and possibly still evil, grandpa instead.

Even out of his costume, Gruff was not really someone you would like to be around. His thick eyebrows were constantly cross, almost as if he had few expressions other than anger, and the scar running down his pale and glassy left eye made him just a bit more scary. However, it was also clear that he was _not_ in his prime: he was mostly bald, he limped a little when he walked and he could spontaneously burst into coughing fits on a dime. Also, as the years went by, he got more and more scatterbrained, and tended to forget things every now and then.

About the only person in the room who wasn't glaring at someone else (or deliberately avoiding eye-contact in a dismissing way) was the principal herself. It would only take one glance at Principal Cadence to know that she was not really used to her job just yet. After all, until just a few weeks ago, she was just an ordinary teacher at the school, teaching students social studies, philosophy and a few other things...including sex ed. However, when the previous principal Spoiled Rich was fired due to several confirmed reports of verbal child abuse and encouraged bullying, particularly concerning her own daughter Diamond Tiara, Cadence was forced to take over. And all things considered, she had so far been a lot better at making sure her students were treated fairly...even though she was not nearly as good as her predecessor when it came to dealing with finances.

For a principal though, Cadence was fairly young, being only in her early thirties, and few people would deny that she was a beautiful woman. She was a bit taller than most women (but not nearly as tall as Celestia), had very long hair that was toned in several different nuances of pink, yellow and purple, and her clothing made it very clear that her favourite colour was pink, though she preferred the slightly more darker version of the colour.

After the increasingly uncomfortable silence in her office was beginning to go on for way too long, Cadence eventually decided that it was her duty to end it.

"So...could someone please tell me what happened at the soccer field earlier today?"

Neither Rainbow Dash nor Gilda said anything. Rainbow just stared blankly into a wall with a distant look in her eyes while Gilda simply snorted and looked away.

Trying to sound as sympathetic as possible, Cadence added, "If you tell me now, things will be a lot easier for you, I promise."

They were still not responding.

"Look..." Cadence began with sigh, "...I am not here to put blame on either of you. I just need to know what caused this. I cannot help you if you won't talk to me."

Still...no response.

That was when Shining stepped up and said, "If you don't want to talk about this here you will have to talk about it at police station. Your choice."

While Rainbow was still unresponsive, Gilda rolled her eyes and finally uttered, "Fine, let's just get this lame thing over with."

That answer made the others, including Rainbow Dash, look at her curiously. And after releasing a sigh, she explained her side of what happened.

"Me and Dash had a...messy breakup...to say the least. The details are none of your business, but we had a fight both before and after the game, and I got a bit...mad at her, and may have thrown a ball at her that _accidentally_ hit that Scootaloo kid in the face. Next thing I know I'm bleeding on the ground while feeling like I was hit by a car."

"So you're saying that what happened to Scootaloo was an accident?" Shining asked.

Gilda nodded.

The blue-haired police officer then looked at Rainbow, "Do you agree about that?"

"Yes, she did not try to hurt Scootaloo..." Rainbow answered in a quiet voice...before accusingly adding, " _Instead_ , she was trying to throw that thing at ME!"

With another roll of her eyes, Gilda stated, "Puh-lease, you could have taken it easily."

"Hey, getting hit with a soccer ball in the face is really painful!" Dash insisted.

Gilda gave her another angry look, "So is getting manhandled by your ex!"

Gruff, who had been silent until now, spoke up in a strained and raspy voice, "You're lucky she wasn't seriously injured by what you...(cough, cough)...did to her, Rainbow...Smash? Flash? or was it Crash?"

"It's _Dash_." Rainbow corrected.

" _Whatever!_ The point is that Gilda is my favourite granddaughter...only granddaughter I have actually, but that's beside the point! And if you or anyone else do anything to hurt her, _the Vulture_ will be ready for you!"

Rainbow raised an eyebrow at that, making it perfectly clear how terrified she was...which was to say 'not at all'.

Cadence had another reaction to that statement however. "Gruff, I do not appreciate death threats to be made at these meetings. So can we all just try to keep this civilised...please?"

Shining Armour leaned in towards his wife's ear and whispered, "Is this a good time to remind him that I'm carrying a loaded weapon?"

The principal whispered back, "I think that will only provoke him, so...better not."

Gruff's bad hearing made it impossible for him to make out what they were saying, but he figured it wasn't anything nice, so he grumbled to himself and tried to avoid eye-contact with them (which was a bit easier to do when you only had one eye that worked).

Shining Armour then looked at Rainbow Dash, "So...what's your side of the story, Dash?"

The teenager ran her hands through her prismatic hair and let out a deep sigh before she answered, "Well...I guess its mostly the same as Gilda's version: We _did_ have a messy breakup, and she was angry with me for dumping her."

"To say the least." Gilda interrupted.

"And we ended up fighting a bit. After a while, I was getting more and more riled up, and...and when she threw that ball at me and hit Scootaloo, I stopped thinking, I just reacted. I was just so...angry, I didn't think about the consequences at all, and I took it out on her. After I saw how hurt she was though, I...well, you know the rest."

Silence filled the room again, as everyone was processing everything that had been said so far. Shining Armour wrote down a few notes on his standard police issue notepad while Cadence kept a hand on her chin and her eyes looked away absentmindedly. It was clear that they were both thinking really hard about what to do about this situation.

Eventually though, the pair of them made eye-contact and seemed to make some kind of silent agreement between them. Cadence though, was the first to say anything out loud.

"Now, the good news is that nobody is being sent to jail or being expelled, but...I'm afraid that I cannot just let this go. There _will_ be consequences for this."

Gilda and Rainbow Dash didn't really like the sound of that, but they both stayed silent and waited for their inevitable punishment. What that punishment was though...while expected, wasn't something that was easy for Dash to take.

"First of all: you are both off your respective soccer teams."

Upon hearing that, Rainbow exclaimed, "What?! But...I started it! You can't just kick me out of my own team!"

Cadence gave Dash a sympathetic look, "I am sorry about this, Rainbow Dash, but I'm afraid my hands are tied."

"What happened here was _not_ acceptable," Shining added, "and would under most circumstances be taken to court. The two of you can consider yourself lucky that the punishment isn't worse than it is."

Rainbow wanted to say something else, to argue that it wasn't fair, that she couldn't just leave her soccer team, that she practically considered them family and losing them would be kinda the worst thing ever, but...she then came to realise that...she was wrong. Considering what she'd done at the soccer field earlier today, she probably deserved it.

So, instead of arguing any further, she bit her tongue and looked down on the floor dejectedly. Just because she could come somewhat to terms with understanding the decision, that didn't mean she would have to like it.

Gilda's reaction on the other hand...wasn't nearly that extreme. If she was bothered by the news at all, she didn't show it much.

However, Shining Armour had two more rules that needed to be enforced. "Also, until further notice, you two are not allowed to participate in any joined activity unless you manage to get over your differences. The school's counsellor will decide when that is. Lastly, as per the law, you will both be subjected to at least a month of community service."

Rainbow Dash did not like the sound of that. Community service, being sent to the school counsellor regularly, and what amounted to a restraining order for her ex-girlfriend, all on top of being kicked off the soccer team? This was definitively _not_ her lucky day. Yet, she supposed, it was better than being sent to jail...like Rarity had been. Well, if that happened, she would have at least _one_ friend in there with her.

While she didn't even pretend to be okay with any of this, Rainbow chose not to protest out loud this time either, and grumbled curses under her breath instead. Only Firefly was close enough to her to hear what those curses were, and normally, she wouldn't have let her daughter get away with such language, but this time, such things were the least of her worries.

Gilda had heard enough, and frankly, she couldn't stand being in this room anymore. It had way too many judgemental eyes, disapproving tones and one too many Rainbow Dashes for her liking. She didn't even bother waiting for someone saying she could go before she stood up and said, "Come on, Gramps, we're leaving!"

Gruff looked at his granddaughter with a raised eyebrow but didn't move from his perch.

Shining began to say, "You can't just-"

But was cut off when Gilda repeated, "We're. Leaving!" punctuating both words to get her point across.

The cop kept his eyes on her for a moment, meeting her glare with his own. The similarities her attitude had to several people he had put away were striking, and it made him uneasy. However, he was forced to let her go when Cadence put a hand on his arm to get his attention before giving a trusting nod.

A bit reluctantly, Shining Armour looked back at Gilda and conceded, "You're free to go."

Gilda nudged her grandpa on the shoulder to get him moving, which he did...eventually. He just needed to glare at everybody in the room one more time for no apparent reason first.

The need to glare at people before leaving appeared to be genetic though, as before she and her grandfather left, Gilda looked at Dash and quietly warned "Don't even think this is over."

Only after she had left the room did Rainbow mutter, "I'm not."

* * *

Since this whole meeting took place after school hours were over, the halls of Canterlot High were mostly empty. It could be received as being either very relaxing without the usual noisy chaos around...or it could just be incredibly awkward...or even feel like a spooky ghost town...or possibly all three at once.

While they weren't allowed _inside_ the principal's office during the duration of the meeting, there was nothing to stop a concerned group of girls from waiting just outside it.

The group consisted of some of Rainbow's closest friends, including Applejack, Pinkie Pie, Fluttershy and even Scootaloo. While the early teen did have a bandage over her nose, she was otherwise in good shape...aside from the amputated leg of course. Her mood on the other hand...was a different story.

None of the girls could come up with anything useful to say, which only served to make the atmosphere a bit more awkward than it had to be. Their sullen expressions certainly didn't help either. Heck, even _Pinkie Pie_ was more glum than normal, as was noticeable by the fact that her hair was a bit less poofy than it usually was.

Eventually, Fluttershy of all people tried to break the silence, "So...what are we supposed to-"

However, before she got to continue that sentence, Gilda stormed out of the door with her grandfather following suit. While Fluttershy and the others looked at her curiously, she ignored them as best she could and just kept on walking.

When she was far enough away that the only one around was Gruff and herself, she took out her inner rage on the first object she could see...which happened to be a poor defenceless trashcan. With no signs of mercy, she kicked it again, and again, and again, so much so that it was buckled and broken with all of its contents spilled out on the floor by the time she was done with it.

While she assaulted the inanimate object, she screamed, "AAAAARGGHHH! STUPID, STUPID, DASH AND HER STUPID, LAME, AAAAAARGGGHHHHH! What the hell is so freaking wrong with her!? Why do she have to be such an evil bitch to me!? I HATE HER! Next chance I get, I'LL TEAR HER APART!"

After she was finished with her rather loud rant, she just stood on the spot while letting out a couple of slow angry breaths. Gilda had never been good at managing her own rage, and that was mostly because she had way too much of it in her. The fact that she still had feelings for Rainbow Dash made her even more angry at her. There were few words she hadn't already spoken (or rather, shouted) about how betrayed she was feeling at this moment, and how much it felt like Dash had ripped Gilda's heart right out of her chest.

Her anger turned to curiosity though when Gruff suggested, "That...might actually be possible."

Cautious about what he was on about, Gilda slowly turned around to face him, "Uh, what are you talking about?"

Gruff's facial expression turned into a slightly mischievous smile, "Hehehe...you know back in my days we didn't just _let_ someone get away with hurting us so much, oh no. Instead...we hit them back even harder!"

That suggestion only made her groan, "Yeah right, because that worked out so well for me when I tried it. How did you tell, by the bruises or the black eye?"

Gruff looked positively insulted by that remark and stubbornly declared, "Did I teach you to talk that way to your elders!?"

"Whatever." Gilda muttered while crossing her arms.

"Don't 'whatever' me, because I have something important I need to say...(cough, cough)." After clearing his throat a little, he revealed, "I know of a way for you to become even stronger than you are now. Strong enough to teach your...urggh...ex-girlfriend some manners, teach her what happens when you tick off a member of our great family!"

Gilda was starting to grow suspicious about where this was heading, and narrowed her eyes while asking, "What are you saying?"

"What I'm saying, dear child, is that my nest wasn't reserved for just me. The 'Wings of the Vulture' has been in need for a new bearer for years now, and I think that you might just be the one...(cough, cough)...to, eh, to bear them once more."

"Are you insane!?" Gilda asked incredulously, "Wait, stupid question, of course you are. After all, what sane person would ever dress up like a giant vulture and rob a bunch of banks _even though you had all the money you could possibly need_! Why the hell would you ever think I would humiliate myself by putting on such a stupid costume anyway? I got better things to do with my life than to throw away what little I got left of it on some old buzzard's delusions!"

"How dare you speak with that tone at me after all I did for you?! I was the one who gave you a roof over your head when your father kicked you out of your own home, and without my money you would have been living on the streets, you ungrateful whelp!"

"Yeah, and who was it that raised dad to be a homophobic asshole in the first place? And could that be the same guy who put the rest of our family's reputation in ruins by becoming some crazy supervillain?!"

Gruff grumbled a little under his breath, but then offered, "No matter. I offered you a way to get back at your ex, and you can take it or leave it if you wish. All I'm saying is that if you want a way to get back at those you're angry with...go to my old tower and set the clock: three, six, eight, in that order, and you'll find exactly what you're looking for."

Gilda quickly ran his insane idea and what good it could possibly give her through her head, and then decided, "No. I'm not going to become your little sidekick or continue your lame supervillain legacy, and I don't need your help either, I don't need ANYONE!"

In an angry huff, she turned away from him and stormed away, not even bothering to look back or listen to what else he had to say.

However, she did make sure to memorise that code...

* * *

Back inside the Principal's Office, Rainbow Dash and Cadence were still discussing the consequences of the situation. With Gilda out of the room, it was actually a lot easier for Rainbow to say anything out loud. She was still not much happier than before though.

"So how long will it be before I can get back on the team?" Dash asked.

The principal paused a little to consider that before replying, "Well, I am not entirely sure. That depends."

"On what exactly?"

"Mostly it has to do with what Zecora, the school counsellor, thinks, but also...well, what your team decides." Seeing Rainbow's perplexed look, she elaborated, "After the way you acted during the game, I have received a lot of requests that you'd be dropped off the team. Some even believe that you were using some kind of substance to...um...'improve' your performance."

"Which is illegal in most cases by the way." Shining Armour added.

"But I didn't take anything!" Rainbow defended, "I have played many games in my life, and some of them I've lost, sure, but I have never in my life resorted to cheating, not once! You've got to believe me!"

"While I _want_ to believe you-"

For the first time during the entire meeting, Firefly spoke up. "She's telling the truth, and I'm not saying that because she's my daughter, I'm saying it because I know her better than anyone else. While she may have had problems with both trespassing and shoplifting in the past, using cheap methods just to win a game goes against everything I know about her. So unless you have any proof that she did such a thing, I will not let you or anyone else continue with these accusations. Are we clear?"

Firefly's voice held no deceit or doubt, making it clear that she meant every word she said. Having spent years in the air-force, and even had a stint as a fully fledged Wonderbolt pilot, tutored some of their most famous members like Soarin, Fleetfoot and even Captain Spitfire herself, Firefly was not someone to take lightly. And when she told you to do something, you would most likely do it.

Even Shining Armour was a bit intimidated by her, and the tone in his voice betrayed a tiny bit of nervousness. "Okay...um, then I guess that's settled. But about what happened with Gilda-"

"I will have a talk with her about that later. She does not need to hear it from a police officer or the school's principal. No offence."

Cadence and Shining thought about that and once again made eye-contact to communicate something to each other silently. After reaching some kind of agreement, Shining looked back at Firefly and said, "Well...then I suppose my work here is done."

He tipped his police cap, said, "Good day to you." and walked out the door, leaving only Cadence, Rainbow Dash and Firefly left in the room.

* * *

Outside the office, the four girls gathered there peaked up after hearing the door opening, but were then disappointed to see that it was only Shining Armour. They had been waiting for Rainbow to come out of there for close to an hour now and were starting to lose their patience.

However, when Shining Armour saw the group, his attention focused on one of the girls in particular.

"Applejack, glad that your'e here. I need to tell you something, but...it's a bit...sensitive."

The country girl raised an eyebrow, "What do ya mean 'sensitive'?"

"The kind that I can only talk about in private. It's about the farm." His tone was serious, so she knew this was important.

While still being a bit apprehensive about what this was all about, she walked up to him and said, "Well...I guess that would be a heck of a good thing to know. Lead the way, officer."

With a nod, the policeman began to lead her away from the others in search of a place he could be sure neither one of them would be overheard. The way he went about it though showed that it wasn't just for convenience, it was way more serious than that.

After a short search, Shining found a currently unused classroom and did a quick check to see if it was indeed empty. When he was sure that it was, he motioned for Applejack to come inside and closed the door behind her.

Applejack sat down on one of the benches in the room and noted, "Alright then, we're alone. Now what was this here important thing you wanted to tell me about?"

The policeman paced back and forth a bit before he asked, "You remember when you told me about your family's problems with Mr Storm?"

The mention of that issue peeked Applejack's curiosity, and she had a feeling that she was finally about to get some well-deserved answers. "Yeah...I remember."

"Well, I started an investigation to find out the identity of his anonymous business partner, you know the one who sent him all that money to run your family out of business? The thing is, after a bit of scouting and searching I eventually got a name, and that's...where things get a bit complicated."

Applejack crossed her arms, "'Complicated' how?"

"The name was...'Crystal King'."

The way he said that name alone made it clear that this was no laughing matter. However, it was not a name Applejack was familiar with.

"And who in tarnation is that?"

"Right, you probably wouldn't have heard of him, but...he's seriously bad news. If there is one person in this city you do _not_ want to piss off, it's him. From what we can tell, he practically owns all organised crime in Canterlot, and has done so for almost twenty years now. We believe he came to power about the same time Captain Marvel disappeared. After she had sent the leaders of every other major criminal organisation in jail, there was nothing stopping him from taking what was left for himself. He has ruled over the criminal underworld unopposed ever since."

"No offence, but isn't it your job to put people like that behind bars? I mean, shouldn't someone have tried to do somethin' about him durin' all that time?"

"It's not that easy!" Shining insisted, "Believe me, I want nothing more than to see that scumbag locked away for the rest of his life...but I can't."

"Why the heck not?!" Applejack angrily questioned.

"I tried! I tried to track him down once. I was getting close, closer than anyone else to finding the evidence I needed, but then...he found out I was after him."

"And I take it he didn't appreciate that?"

"No...he didn't." Shining answered with a sigh, "Just as I was about to meet up with an informant who had the last piece of evidence I needed, a woman came to my office and introduced herself as a representative of some kind of law firm. However, I recognised her immediately as Abacus Cinch, the Crystal King's right hand woman. She told me that if I didn't shut down my investigation at once, there would be consequences. I was not intimidated though, and made sure to let her know that. Then...she took out her laptop and showed me a live camera feed of Cadence, in our home, feeding our daughter Flurry Heart with a baby bottle, and said that this would be the last time I saw either of them if I didn't cooperate." In a defeated voice, he finished, "I shut down my investigation that very evening, claiming it was a dead end."

"Oh..." Applejack said understandingly, "That sounds mighty awful. If my family was threatened like that I would do the same."

"Doesn't make me feel any better about it though. I really want to help you with this, but if _he's_ involved, there's really nothing I can do, not without putting my family at risk. I'm sorry."

"No need to apologise, Shining, I understand plenty of what your goin' though." she said politely, though under her breath, she swore, "Horseapples."

The situation had just become a lot more complicated...

* * *

Meanwhile, the meeting in the principal's office was about to draw to a close. Though they had covered most of the things they needed to talk about, Rainbow Dash was still trying to argue about her punishment.

"But my team were counting on _me_ to help them win, how are they supposed to make it now?"

"I suppose we will have to hope that they will manage." Cadence offered.

"And what am I supposed to do?! Playing soccer is about the only thing I like about this school!"

"I'm sorry that you feel that way, but that is the punishment. It's not all bad though. Now you can focus more on your other assignments instead."

"How wonderful..." Rainbow sarcastically muttered.

"Yes, I know that doesn't sound very fun. But from what I've heard, you seemed to have a lot of skills with a camera, and it is not too late to sign up for the new photography class before it starts."

"Taking pictures is just a hobby, being an athlete is who I am, and you can't just take that away!"

"You do know that you're _just_ out of the soccer team, right? You still have PE classes like everyone else."

Dash was about to reply to that, but then realised that the principal had a point. "Oh...yeah, I guess that's true."

Cadence sighed, "Look, I really don't like taking away something you love to do, but the rules are what they are. You will just have to accept that."

"Fine..." Rainbow finally conceded through gritted teeth.

Growing just a bit impatient, Firefly asked, "Is there anything else that needs to be discussed here, or can I take my daughter home now?"

Cadence tapped her fingers on her desk a few times, and made eye-contact with both mother and daughter before she gave an affirmative nod, "Yes, for now at least. I will come to you with information about the school counsellor and your required community service later. For now, why don't you head home and get some rest? I'm sure it could do you some good."

"Yeah, I guess you're right about that..." Rainbow Dash agreed, until she spitefully finished that sentence with, "...anything to get out of this stupid meeting!"

"Rainbow Dash!" Her mother scolded.

Dash ignored her and just got up and left the office without another word, her body language showing very clear signs of anger...and the desire to get as far away from here as possible as fast as possible.

As soon as she was out of the room, Firefly let out a long sigh and then looked at Cadence, "Teenagers. In a few years you'll deal with them too..."

"I already am." the principal answered, "As you can see, I'm apparently in charge of a whole school of them."

"Trust me, its a lot different when they're your own."

* * *

After the three girls outside the office had waited patiently for Rainbow Dash to come out of the meeting for over an hour, and were a bit disappointed when apparently everyone else got out before her, they were relieved when Rainbow finally came out through the door.

However, whatever they were about to say fell flat when they saw just how grumpy Rainbow appeared to be at the moment.

While Pinkie Pie was an expert at cheering people up when they were sad, she didn't really know what to do with someone who was angry, which she could tell Rainbow was. Scootaloo always liked to cheer for her honorary big sister whenever she could, but she was far more used to Dash comforting Scootaloo than the other way around. Lastly, Fluttershy was...well... _Fluttershy_. So all three of them were pretty much stumped on how to even begin this conversation.

Rainbow Dash saw their cautious, but inquisitive, looks directed at her, and decided to spare them the indignity of asking by answering for them.

"I'm kicked off the soccer team, has to go meet the school counsellor from now on, and am currently stuck with a ton of community service. So yeah...it didn't go well."

"That's a bit of a bummer." Pinkie Pie commented.

"Gee, ya think?"

In an attempt to lighten the mood, Fluttershy tried, "I suppose it could be worse...somehow."

"Yeah..." Scootaloo agreed, "...at least I'm okay...mostly."

With a slightly concerned look, Rainbow asked, "How's the nose?"

Scootaloo rubbed her bandaged nose a bit, "It still hurts, but it'll pass. This is nothing compared to what it was like when...you know..." she looked down at her artificial leg, "...this happened."

A glimpse of Dash's sensitive side was shown when she said, "I still don't like seeing you get hurt, Scoots. Especially not because of Gilda."

"But...was it really necessary to...you know, attack her?" Fluttershy questioned apprehensively.

Even if it was Fluttershy asking, Rainbow had just about enough of people criticising her for her mistakes, "Come on, Fluttershy, don't tell me you think I was just going to let her get away with what she said to you!"

"It just seems so...violent. I would never do such a thing, not even to Gilda."

However, even with how frustrated she was feeling, Rainbow could still not bring herself to stay mad at Fluttershy. So she softened her tone just a bit, "Look, I didn't mean to hurt her... _that much_. I just wanted to give her a taste of her own medicine."

"Uh, you didn't give her medicine, Dashie," Pinkie _helpfully_ informed, "you punched her in the face."

Rainbow facepalmed, "Pinkie, that was just an expression."

Pinkie almost looked insulted by that remark, "Well duh, of course I know that. I'm just bringing up that it wasn't all _that_ bad."

"And how did you figure that?!" Dash asked with her anger instantly restored.

"Because giving her medicine would be even worse! Seriously, am I the only one who realises how dangerous taking the wrong medicine is!? Those pills the doctor gave me and my sisters when we were younger still gives me nightmares...when I'm not having nightmares about cupcake ingredients, the teacher's garden or a colourful factory. Don't ask. But mostly I just have happy dreams where we're all colourful talking ponies living in a magical land."

"Yeah, because I'm so in the mood to hear about your weird dreams, Pinkie!" Rainbow said with a groan, her voice filled with sarcasm.

"I was just trying to cheer you up with some-"

Rainbow got up right in Pinkie's face and shouted, "Well if it wasn't obvious before, I AM NOT IN THE MOOD FOR THIS!"

Pinkie shrunk down from Dash's shouting and uttered a very meek version of her catchphrase, "Okay dokey lokey." in response.

"Rainbow Dash!" a stern voice demanded from behind her. After turning her attention away from her friends she was met with the tranquil fury in her mother's eyes. She was looking at Dash with a narrowed brow and her arms crossed. "A word."

Firefly really didn't need to say anything else to convey her intention. The intensity in her voice was enough to make Rainbow Dash, someone who rarely listened to anyone and preferred to loudly voice her own opinion, to instantly fall silent and follow her mom out to the corridor away from the others.

Before leaving, Rainbow looked at her friends and said, "I'll see you guys...later."

Just after she left, Fluttershy asked, "Um...weren't we supposed to cheer her up?"

Scootaloo answered, "I tried to."

"Me too!" Pinkie added, "But I guess she's too much of a grumpy-pants to be cheered up right now."

* * *

For a few minutes, Rainbow followed her mother to her car in an uncomfortable silence. She could tell that Firefly had something to say, but Dash's fear of what that might be made her a bit hesitant about bringing it up.

Instead, Rainbow tried to occupy her mind on other things...like...say that one badly beaten trashcan she spotted on the way or the distant echoing voices of Applejack discussing something with what appeared to be Shining Armour.

Still, no matter how hard she tried, all that she could think about was what happened at the soccer field earlier.

She wondered just how much her spider powers were responsible for what happened, and how much was just her own fault...or Gilda's. Would the fight have still happened? Most likely. Would it have ended up the way it did? Probably not. If Rainbow didn't just happen to get bitten by that spider it might as well have been herself who was beaten and bruised, not Gilda.

By the time Firefly and her daughter were seated in her car, she decided now would as good a time as any to talk about what happened. She didn't put on her seat belt or even insert the key into the ignition. Instead she just sat there for a moment and tried her best to figure out what to say.

Eventually, she turned to where her daughter was sitting in the passenger seat and said, "Rainbow...we should probably talk about this."

Rainbow Dash didn't answer, and just stared at the school through the window silently.

"Rainbow?"

She didn't answer.

"Rainbow Dash, talk to me!"

"What is there to talk about?" Dash questioned in a slightly depressed voice while still looking out the window, "What's done is done."

"While that may be true, that doesn't mean we're supposed to forget it ever happened. Like it or not, what happened today was not something you can just sweep under the rug, not by a long shot. You need to understand that, and more importantly, take responsibility for your actions."

Rainbow Dash looked her mother in the eye, "Maybe I did take it too far, but after all she'd done, she deserved at least _something_. You can't just expect me to just let her get away with giving Fluttershy death threats and hurting Scootaloo, do you?"

"I get it. I get that you're angry with Gilda. When I was your age I went through exactly the same thing."

"Well, not _exactly_." Rainbow cryptically pointed out.

Firefly misinterpreted what she meant by that and said, "Okay, I had never _dated_ the guy I was angry with, but he hurt me just as much as Gilda did to you, and I too tried to get back at him. The point is, I made a lot of mistakes back then, and I'm not proud of a single one of them. Sure, I had my reasons, but those reasons were not enough to excuse my actions. It wasn't until after I joined the military that I learned that just because things are understandable, it doesn't mean that they're acceptable."

"So what was I supposed to do, politely tell her that she should be nicer?"

"I don't know. Maybe. But tell me: what good do you think beating the living tar out of her will do in the end?"

Rainbow had fair bit of venom in her voice when she answered, "Maybe it will teach her a lesson about what happens when she messes with my friends."

"So you want to scare her so much she wouldn't dare to do anything against you? Is that what you're saying?!" Firefly asked, clearly appalled by what Rainbow just said.

"Well, what if I am? That's what she was trying to do to Fluttershy!"

"And that's the problem! You spend most of the time after your breakup complaining about how horrible of a person _she_ was, and now you're starting to become just like her."

"What?!"

"Beating people down to get them to do what you want is a bully's way of dealing with things, and I know you're better than that, Dashie! When I was in the airforce, I saw good people, even friends, get gunned down by our enemies, and for a time I wanted nothing more than to return the favour. But...when I finally had the power to do that, I refused, and instead forced the enemy into a surrender, even though there was no tactical reason for doing so. Why? Because I knew that they didn't deserve it. And if they did, it was not for me to decide, for with great power, there must _always_ be an even greater responsibility to go with it. Always remember that."

Rainbow Dash thought about those words for a moment. There was no doubt that they held a certain amount of wisdom, and they seemed strangely fitting considering her situation. It was true that she had been given great power, and judging by what happened at the soccer field, she had not been acting very responsibly. Maybe her mother did have the right idea...but damn if Rainbow was gonna let Firefly win yet another argument against her. Also, mentioning that war brought back a lot of painful memories.

"Yeah, and how responsible were _you_ when you left me and dad all alone to fly away and fight a war on the other side of the planet, huh!?"

Firefly did not expect that to come up again, and was a bit confused over what brought this on. Still, the answer to that question had not changed. "I had a duty to my country to fulfil, and I was _not_ happy about having to leave."

"But what about your duty to your own family?" Rainbow questioned, "Shouldn't we be more important than your stupid job!?"

"Rainbow..." Firefly warned.

But Dash didn't want to hear it, and instead revealed, "I couldn't sleep for months because I thought that you...you...weren't coming home! Do you have any idea how worried I was?! I mean, what kind of mom would leave her twelve-year old daughter alone for six months knowing that she might not come back? Didn't you think that it was your _responsibility_ to be there for her instead?!"

"We've been over this-" She began to say, but was immediately cut off.

"Yes, we have, but you have never apologised for leaving me behind! Never! Not for over four years have you taken responsibility for how you made me feel! Not once! I may have gone too far today, but I did it because I give a damn about the people I care about! I would never leave them hanging! So don't you DARE lecture me on responsibility when you don't even know what that word means!"

By the time Rainbow had finished her rant, her face had turned red of rage, and there were signs of tears building at the base of her eyes, revealing over four years of bottled up resentment.

Firefly just stared at her daughter with wide eyes, her emotions very difficult to decipher. She had an expression on her face that either spoke of someone who's heart had been shattered into a million pieces, or someone who was in complete disbelief...or both. It was clear though that she couldn't come up with anything to say, judging by her intense silence.

Dash couldn't stand looking into that face for long though, and angrily got out of the car and slammed the door in her wake, her superhuman strength making the slam even louder.

For over a minute, Firefly just...sat there...pondering over Rainbow's and even her own actions. She was surprised to hear that Dash was still angry at her for leaving her behind during the war, and that she was still waiting for the apology that Firefly had been too stubborn to give at the time. A trait that seemed to possibly be genetic.

She knew that her daughter needed time to calm down, so she didn't follow after her. For now though, what she could do...was say, "I'm sorry, Dashie."

* * *

Rainbow Dash was definitively not sticking around to hear that though. In fact, she didn't feel like talking to _anyone_ right now. What she knew she needed was somewhere she could be alone and sort out her feelings. Somewhere no one would disturb her, or worse, try to talk even more sense into her already very confused mind.

She knew running into the streets would probably give her a lot of stares, though not because she stood out that much aside from the rainbow hair, but because she was crying, and that always made people look. She couldn't go inside the school either, for she knew there were still a few more people in there, most of them her friends, and she was not in the mood for their pity.

However, there was one place she could think of that she was certain no one would be able to follow her to.

After running out of view from her mom's car, Rainbow used her newfound powers to leap up onto the wall of the school house and climb up on the roof. And when she had found a place up there that seemed to be enough out of sight, she sat down and began to sob in peace.

* * *

What Rainbow Dash didn't even bother to take notice of though was that just by the field next to the school, Gilda was also looking for a secluded spot to wallow in self-pity. However, when she saw Rainbow run past her and then climb up on a solid wall like an insect in under ten seconds flat, Gilda had only one thing to say.

"What the hell?"

* * *

 **Author Note**

Alright, I've been thinking...a lot.

The thing is...that the more I think about the name 'Spider-Dash', the more I cannot get over how incredibly silly it is. In the beginning I thought it would be ironic, or just be a funny gag with how obvious it was. And to be honest, my original idea was that Rainbow would have a more realistic name in private but then call herself 'Dash' in costume, but that...didn't work out for a number of reasons.

However...there may be a way to salvage this mess. Case in point: the 'Spider-Gwen' comics...which I haven't read yet but it's definitively on my list for when I do start reading Marvel comics. From what I know about the series is it a 'what if?' story for what would happen if Gwen Stacy got bitten by the spider instead of Peter Parker. Despite the name though, the titular character doesn't actually call herself 'Spider-Gwen' in public...because that would be stupid, and goes by 'Spider-woman' instead.

So what I'm suggesting is that while the name of this story stays the same, Rainbow Dash decide to use a slightly less glaringly obvious name in public...while perhaps calling herself 'Spider-Dash' privately or to people who already who she is. To me, that makes a lot more sense, but what do you think? Send me a review to tell me what you guys think.

Also, the reason Canterlot High's principal is Cadence is mostly because I couldn't think of any other role she could have, and also because Celestia and Luna are running a company in this story rather than a school.

And yes, even more foreshadowing of the coming villains. I'm pretty sure though you can guess who this 'Crystal King' is. And as is expected of his character, he is definitively a force to be reckoned with...even before showing up in person.

Okay, I know Grandpa Gruff isn't a villain at all, but come on, can you think of any My Little Pony character who fit the role of the Vulture as much as he does?

Oh, and if you want to actually see some of these villains show up, well you don't have to wait long. It's Halloween soon after all..


	12. The Nightmare under the Moon

**Minisode**

 **The Nightmare under the Moon**

While most citizens of Canterlot could feel the security of the vibrant metropolis' artificial light when the night set in, there were some places where that light didn't illuminate. One such place were the docks, where workers had to work tirelessly at ungodly hours with only the glow of their flashlights and the shining surface of the full moon above to help them see what they were even doing.

Currently, a pair of dockworkers were hauling quite a large number of crates with the 'CelestiaCorp' logo printed on them from an open shipping container onto a truck waiting to take the cargo to CelestiaCorp Tower. Neither of them had the faintest idea of what was in the crates, but frankly, they could care less about that. The two of them had been working all night and were both just waiting for their shift to end so they could finally go home.

One of the workers, Goldengrape, yawned loudly after picking up yet another of those endless boxes and in an extremely tired voice asked, "So...Amethyst, is this the last shipment, because I don't think I...(yawn)...can keep going...any longer?"

His coworker, Amethyst Star, had a hint of relief in her tone when she answered, "Sure thing, but not before those geeks at CelestiaCorp get their delivery of whatever the heck are in these boxes. So would you please stop complaining and help me get these things loaded up?"

Even though she she tried to sound authoritative, there were signs in her voice that she was just as tired as he was.

Goldengrape groaned, "Fine...I'll do my job, but when I get home I'm gonna sleep for a month and then try to negotiate for something better than the night shift."

"Aw, quit being such a baby!"

"Yes, mom." he sarcastically answered, making Amethyst roll her eyes.

However, despite their bickering they did manage to get the job done in the end. While the boxes were not only heavy, but also numerous, the workers' shear stubbornness was enough for them to pull it off. And with yet another productive day of harsh labour about to draw for a close, the only task left was now to get the delivery over to CelestiaCorp...and that job fell to Autumn Leaf, the driver.

Only...he seemed to have fallen asleep at the wheel while he was waiting for the workers to load the truck with the crates he was supposed to deliver. Not really a good statement to make for a young truck driver.

When Amethyst noticed that he wasn't moving, she shouted, "Autumn Leaf! You're up!"

He didn't respond.

"Come on, Leaf! Wake up already!"

When he still didn't show any signs of having heard her, Amethyst groaned and began to make her way over to him.

However, she stopped in her tracks when a male voice with a noticeable Western drawl said, "Hold it right there!"

Both Amethyst and Goldengrape immediately began to look for the owner of that voice. Neither one of them recognised it, and the poor lighting of the docks made it hard to see who it was.

That was when three strange men emerged from the shadows and made themselves known. While they all hid their faces behind masks and wore visors that completely obscured their eyes, they all carried a distinct look. One of them was far bigger and burlier than the other two while another was rather short and moved about in a slightly spastic manner.

The third man of the trio was definitively the most interesting of them though. He wore a brown coat over some kind of yellow and brown jump-suit, had a tan-coloured stetson on his head, as well as a red scarf that obscured most of his face...which was already hidden behind a mask with a visor made out of one-way glass, making it impossible to see even a glimpse of his true appearance. While the short one was armed with a handgun and the big one with a crowbar, their leader was armed with some rather unusual weaponry. Strapped to both of his wrists were a pair of slightly oval-shaped mechanical gauntlets that seemed to be based on some kind of advanced technology.

After having made their presence known, the leader greeted, "Howdy there, good fellas! Thank you kindly for packagin' our bounty for us, but if you know what's best for ya, you'll hand over that shipment to me and the boys."

Goldengrape, who was a bit too tired to notice that the new arrivals were clearly armed, tiredly asked, "And why should we do that? For that matter, who are you people?"

"Name's Shocker, and these here are my compadres Ox and Fancy Dan. As for why you should do what I say..." he aimed one of his gauntlet-thingies at a nearby shipping container and pressed a button, sending out a highly concentrated beam of compressed air that hit with such force that it tore a hole right through the solid metal of the container. "...Well, use your imagination."

While Autumn Leaf had slept through most of the things that was going on around him, Shocker's sonic blast made about as much noise as a gunshot, and woke him up instantly. It took a little bit longer for him to make sense of what on earth was going on though.

Amethyst and Goldengrape were a bit more up to speed on the situation, and if they weren't awake before, they sure were now. Since neither of them were in the mood of getting shot, beaten, or blasted by Shocker's blasters, they raised their hands in a surrendering motion while slowly backing away from the trio.

Shocker put his hands on his belt in a very Western-style manner and said, "Wise move, fellas. Ox, you're drivin', Fancy Dan, give the 'Big Man' a call and tell him his package is on its way and that we're in need of an address."

Ox, who was the big guy by the way, menacingly made his way over to the truck Autumn Leaf was sitting in. He played around with his crowbar a little to appear a bit more intimidating.

The short guy, apparently called Fancy Dan, fished out a cellphone from his pocket and punched in a number. It didn't take long before someone on the other side answered.

"Cinch, its Fancy Dan. You can tell your boss that we got his birthday present. Where do he want it?"

After a short pause, Fancy Dan turned to Shocker and relayed, "He wants it at the Flim Flam brothers place, and he wants us to look like we're making a delivery. Ya know, for the witnesses."

Shocker snorted, "Typical. I was frankly expectin' a job with a mite more action, but if the Big Man wants us to play dress-up, then let's get to it."

Suddenly, Goldengrape felt something bump him on the head that then landed on the ground next to him. After wincing a bit from the impact, he looked down to see what it was. From his first glance, it looked to be some kind of orange metal ball.

Curiously, he picked it up to take a closer look.

From a closer inspection, he got even more confused, as the strange object appeared to be shaped like a Jack-O-Lantern pumpkin and glowed with a faint green light from within. It looked harmless enough, but he did wonder why anyone would throw it at him...and who threw it in the first place.

However, looks turned out to be very deceiving.

With no warning given whatsoever, the pumpkin-shaped object exploded right in Goldengrape's face, killing him instantly and sending anyone anywhere near him reeling from the powerful shockwave the explosion caused.

Amethyst Star took the blunt of it, and ended up on the ground screaming in agony. Her eardrums were probably permanently damaged, and she had noticeable minor burns on her back and left arm. She was lucky to be alive though.

While the others were not really close enough to the blast to suffer any major injuries, an explosion, unlike what Hollywood would have you believe, was not something safe to be around. The booming noise alone was enough to make even Shocker's ears ring...and he was wearing a suit specifically designed to protect him from harmful vibrations.

The only one who had some more protection from the blast than that was Autumn Leaf, who was still sitting in the driver's seat of the truck. However, he was in such a state of shock that he couldn't force his body to do anything other than stare wide-eyed with a slack jaw.

Then...he heard a beeping...and it was coming from inside the truck.

Autumn Leaf slowly turned his head to look at the source of the beeping noise, and when he saw that it was another pumpkin-shaped explosive just...sitting there in the passenger seat, he could do nothing but stare at it.

Then the entire truck, along with Autumn Leaf and the truckload, went up like a bonfire while sending shrapnel everywhere. With the bomb connecting to not only the car's gasoline supply, but also whatever advanced technology were in those boxes, the blast was even bigger than the last one.

Ox was sent flying off his feet by the explosion. However, being as tough as he was, he managed to get his bearings together surprisingly quickly and had gotten back up not long after.

While they had so far survived the attacks without any major injuries, Shocker and his flunkies were pretty rattled by it and all three of them were frantically looking for whoever it was that had attacked them. So far, they couldn't see anyone.

That was until they heard the demented laugh of a madwoman coming from above...

When the three of them looked up to see where the laughter was coming form, they finally caught a glimpse of their attacker.

She appeared to be standing on some kind of winged mechanical contraption that glowed blue at certain parts, making it easier to distinguish in the dark of the night. Shocker's best guess would be that it was some kind of advanced attack glider, yet it had either been custom-made or heavily modified judging by the fact that the front of it was shaped like the head of a gargoyle. Speaking of which, whoever was piloting the thing appeared to have a thing for Nightmare Night, judging by the fact that she was wearing what amounted to a Nightmare Night costume. She hid most of her appearance underneath a tattered dark purple robe, but her blue glowing eyes were shining through her intimidating hood. While it was difficult to see in the darkness, she also appeared to wear some kind of armour underneath her cloak.

Her voice, while being distinctly female, was exceedingly menacing and showed signs of gleeful sadism, "Hahahahahahah...Isn't it beautiful? The glorious orchestra of explosions, Mhmhmhmhmhhaha!"

Shocker was not amused, and both he and Fancy Dan aimed their respective weapons at her. "What in tarnation is the meanin' of this?! Who're you workin' for?!"

"Working for? Mhmhmhaha, Why, am I not royal enough for you? And here I thought breaking the law meant that no one had any power over me."

"The Crystal King owns this town, and if ya ain't workin' for him or learn how to stay out of his way, you're as good as dead."

"Heheheh, the Crystal King? So dear old Sombra finally loses it and gives himself a name like that, who would have guessed? Hahahaha! Well then, allow me to pass on a message to him from me. Please tell him that his rule over this city's low-lives is over, that his Crystal Empire will soon amount to nothing, and that when I come for him, what is left of His Majesty will fit inside a coffee cup! And best of all, when he's gone...there will be new throne, and _I_ will be the one sitting on it! Mhahahahahahahahahaha-HAHAAAHAHAHA!"

Shocker had heard enough. It was obvious that whoever this person was, she was clearly insane, and was better off dead than alive. Besides, she had made her intentions perfectly clear, and taking care of one of his boss' problems could score him some extra cash if he was lucky.

So, without wasting any time, Shocker fired both of his blasters at her. As she was a bit too occupied laughing at her own jokes, she didn't have time to react before the blast hit her in the face and sent her falling off her glider.

However, not only was her armour built to withstand concussive attacks like that, but the glider also had an auto-pilot system that she had personally modified to suit her own needs. And as soon as the glider detected that she had fallen off it, it had swooped down and positioned itself at just the right place for the woman to land back on it with grace.

Through the shadow cast by her hood, a wicked smile could be seen as she looked upon her opponents. Then she quickly reached into her cloak and pulled out another pumpkin-shaped metal orb and threw it at them.

This one was different though, as instead of releasing a fiery explosion, it split open to unleash a couple dozen bat-shaped razor-sharp boomerang-like objects that flew straight towards the mercenaries.

Shocker deflected the ones headed towards him with a blast from his shock-blasters, and Fancy Dan was quick and nimble enough to dodge them. Ox on the other hand had no way to defend himself and was hit by five of them at once. With one of them hitting him straight in the heart, and another catching him in the throat, he died instantly, and his now lifeless body fell to the ground with a thud.

The assailant didn't relent though and swooped down till she flew barely half-a-metre above the ground while heading straight towards Shocker. And he responded to that by trying to blast her in the face again.

However, this time she was ready for him and used some kind hidden function of the glider to launch herself three metres up into the air while still propelling herself forward, dodging his attack expertly while leaping above his head. Also, as the glider was still in motion even without its owner on it, it moved fast enough to knock Shocker's feet out from under him. When the glider had passed him, the woman landed back on it as gracefully as before.

She was not the only one to land on it though, as Fancy Dan managed to use his acrobatic skills to hitch a ride on it as well. By holding onto the hem of her cloak, he kept himself from falling while he moved his other hand, which was holding onto his handgun, to score a close-range head-shot. Only, before he could pull the trigger, she grabbed him by the wrist and immediately moved his hand out of the way, making him fire several rounds into a shipping container in the background instead.

Before Fancy Dan could break out of her grip, she grabbed the back of his head and pulled his neck back so far that it snapped, ending his life in the process. And with him dead, she carelessly threw his body aside while turning her attention back to Shocker.

The seasoned bounty hunter may have been hit in the legs by a metal vehicle moving about as fast as a car, but he was not letting that stop him from getting back up on his feet. If anything, he was mostly upset that his hat had flown off during the impact.

Seeing him struggle a little to stand up straight, the cloaked woman asked, "Oh, you poor thing, did you hurt your little legs?" in probably the most condescendingly childish tone she could muster.

Shocker glared at her and shouted, "Shut yer piehole, you stinkin' varmit!" and took another shot with his right blaster at her.

She was prepared for that one too, and responded by pointed her index finger at him like a child pretending their hands were pistols. A strange response to be sure...if she hadn't installed plasma blasters into her gloves, letting her shoot a concentrated beam of superheated blue plasma out of the tip of her finger. Her aim and timing was perfect, and she managed to hit him straight in the barrel of his shock-blaster the very moment he fired it, causing a chain reaction that made his own weapon blow up in his face.

With the full force of his own blaster turned against him, Shocker was slammed into a container behind him so hard that it instantly knocked him unconscious. While any other person would have died, the mercenary's protective suit managed to save his life.

"Well, that was almost _too_ easy..." the cloaked woman noted in a slightly bored tone.

Amethyst Star, the only one beside the attacker herself who was still alive and conscious, was trying desperately to limp away from the chaos despite the overwhelming pain she was feeling throughout her whole body. The event had left her scared out of her wits, and all she wanted was to be out of it as soon as was humanly possible.

She had no such luck though, as she was soon yanked off the ground by a powerful hand that grabbed her by the back of her neck. And she then came face to face with the mysterious attacker.

She had big blue eyes with pupils that were slit like a snake's and accentuated by surprisingly feminine violet eyelashes. Underneath her purple cloak it was now apparent that she was wearing lavender armour, which included a helmet that had a slightly regal theme to it. Her skin, or what _looked_ like her skin, was unnaturally pitch black, and her chin and nose were especially pronounced. Also, her long pointed ears seemed more like something a wild animal would have. The most disturbing part of her appearance though was the extremely unnerving Cheshire grin that showed a lot of sharp teeth and pronounced fangs.

Either she was not entirely human or she was wearing a very advanced and expressive mask.

Having to stare into that nightmarish face, Amethyst let tears form in her eyes while she was too frozen to move a muscle.

Then, the mysterious woman asked, "Little child, would you please do me one little favour?"

The hapless dockworker was too terrified to respond, which she took as a 'yes'.

"Give me a name."

She managed to croak out, "Um...Ama...Amathyst...Star..."

"No, not _your_ name, _my_ name."

"B-Bu-But...I...I d-don't kn-know i-it..."

"Well of course you don't, not even _I_ know that."

"Y-You...d-d-don't?"

"I know the name of the woman hiding under this mask, I know the human who bares it during the sunny days I sleep through. But she is not me, for when the moon rises and the darkness comes out, I wear this mask and turn into a demon of the night. A demon with no name, and who, pray tell, gives names to demons?"

"I...I don't-"

"Those who fear them, such as yourself, of course. Now tell me, what do you fear? What are your nightmares filled with? And what word does my mask speak into your dreams? Tell me."

"Uh..."

"Tell me!"

"I cannot-"

"TELL ME!"

She finally blurted out, "G-Goblins...I fear goblins, and you look...like a goblin!"

The masked woman's smile grew even wider, "Mhmhmhm-hehehehehehahahahaahaha-HAHA! Goblins!? Yes, I like that. Then that shall be the name of the demon. From this moment forth, I am the Goblin of the night, the... _Nightmare Goblin_! Mhmhmhm-heheheheh-ahhahahahahhaha-HAHAHAHAHAAAHAHAHAHAA!"

* * *

 **Author's Note:**

Happy Halloween, my faithful readers!

Now what wall-crawling spider-themed superhero would be complete without a maniac in a goblin costume, a glider and a ton of pumpkin bombs to challenge them?

Indeed, the Goblin is the main villain of this story.

Personally, the Green Goblin is on of my favourite supervillain of all time, with only Marvel's Loki and Teen Titans' Slade coming even close. I don't even know what it is about him I like so much, is it how he basically is a cross between Batman and the Joker at the same time? Or could it be the fact that his theme is Halloween, one of my favourite times of the year? Whatever the case, it is a character I have wanted to write for a really long time.

As you can tell, this version is female and like most people in this story is partly based on a character from MLP Friendship is Magic, but who?

Well, I think that's pretty obvious, but that's just me.

Also, let's not forget about the Shocker. While he may have been soundly defeated here, he is not a pushover and will be back sooner or later. However, since one of the biggest issues I had with my previous story was that there were way too many characters, I had to give Ox and Fancy Dan the short end of the stick.


	13. Orange is the new Rarity

**Minisode**

 **Orange is the new Rarity**

A few years ago, just after a new school year had begun at Canterlot High, six freshmen girls came together and formed a friendship that was meant to last throughout their whole tenure at the school.

Rainbow Dash was a proud member of that group of friends, and was even the one who started the group in the first place. Well, to be precise, it was actually Pinkie Pie who started it...with Rainbow's help of course. And they did it mostly on Fluttershy's behalf. So, technically, all three of them were responsible...or one could just see it as all six of them coming together.

Either way, it all started when Rainbow Dash and Fluttershy enrolled at the school.

The two of them had known each other for longer than any of their other friends, and had thus formed a very close bond that had withstood the test of time. And even when they were both suddenly thrust upon the madness of High School for the first time, they did everything they could to not drift away.

However, that was proving to be easier said than done. For while Rainbow could easily impress almost anyone, especially other athletes like Gilda and Lightning Dust, Fluttershy had no such luck. Her shy nature and lack of proper social skills, especially when dealing with strangers, made it very difficult for her to make any new friends at all.

All Fluttershy had was Rainbow Dash, and at the time, Dash spent far more time hanging out with Lightning Dust or making out with Gilda than to be there for her timid and socially awkward best friend. Because of that, Fluttershy was starting to get lonely...especially when she was at school.

That was until she met Pinkie Pie, the sugar-obsessed party girl who always kept a smile on her face. For according to Pinkie: being lonely and sad was not acceptable, and something that should immediately be replaced with a cheerful smile. So when she picked up on how sad Fluttershy was being, she not only offered her own hand in friendship, but also promised to introduce her to people who she thought would make good friends for her.

While Fluttershy was a bit intimidated by the hyperactive girl who suddenly took an interest in her, she eventually agreed to Pinkie's proposal after getting some encouragement from Rainbow Dash. And with Pinkie's help, Rainbow and Fluttershy went on a mission to find friends who all three of them could bond with.

The first one they found was Twilight Sparkle, who, at the time, was basically a recluse, only caring about her studies while keeping her eyes glued to any interesting book she could find. She had no interest in making friends and generally considered it a waste of time. While that attitude gave her pretty good grades, which she was content with having, it was not something that Pinkie Pie considered acceptable. She didn't want Twilight to be _content_ , she wanted her to be _happy_.

While it wasn't easy, Pinkie eventually managed to convince Twilight to leave the library and hang out a bit with Rainbow Dash and Fluttershy.

It started out rather awkwardly, especially after Twilight made it perfectly clear that the only reason she was quote on quote 'wasting her time talking to them', was to get Pinkie Pie to leave her alone. Though...after a while, she managed to find some common ground with Fluttershy given that they both found zoology an interesting subject to discuss. However, the differences between herself and Rainbow Dash made it hard for Twilight to truly bond with her... _until_ they found out that they were both massive fans of the Daring Do books.

After meeting the three of them a couple of times and got to know them better, she apologised for her initial rude behaviour and decided that having at least a few friends wasn't such a bad idea after all.

However, as one friendship was gained, another was lost.

When a race Rainbow Dash and Lightning Dust participated in basically went to hell because Dust sabotaged it for the other players, Rainbow became fed up with her friend's reckless behaviour and called her out on it. At first, Lightning tried to play it off as if she hadn't done anything wrong, but when Dash still wouldn't let it go, she somehow managed to spin the whole story around as if _Rainbow Dash_ was the one who sabotaged it.

That was when Applejack came in. As one of the racers who got injured when Lightning cut her off, there was no way she would allow her to get away with it. And when she heard Lightning Dust accuse Rainbow Dash of being the one responsible, Applejack stood up to her and told Dust that what she was saying was nothing but 'a load of bull', and that Dash didn't deserve any of her lies.

Unwilling to admit that she was at fault, Lightning Dust just decided to turn her back on them and leave, firmly cementing the fact that whatever friendship she and Rainbow once had was now gone.

Because of the injury Applejack sustained during the race (a sprained ankle to be precise), Rainbow Dash volunteered to help Applejack on her farm as a favour for publicly defending her. While initially reluctant about letting a girl she barely knew handle her responsibilities, she could tell that Rainbow was sincere about it and eventually accepted her help.

Being a hardened and dependable tomboy just like Rainbow herself, but at the same being nothing like the reckless opportunist Lightning Dust was, Rainbow Dash grew to like Applejack quite a lot. And while the two of them could always find something to argue about, especially about Dash's laziness or bloated ego, it didn't take long for them to grow as close to each other as two platonic friends could be.

Together, these girls formed a nearly unbreakable bond that has lasted to this very day...or at least...mostly. See, there was also another member of this circle of friends, and her name was Rarity.

Rarity came into the group when she met Twilight and Fluttershy at a local spa, and once she learned that the two went to the same school she was, she made sure to get in touch with them afterwards. Unlike the brash and athletic Rainbow Dash and the hardworking Applejack, Rarity was a lady in every sense of the word. She always wore makeup, groomed her hair, and dressed in the most fashionable clothes she could afford...or make, since she also happened to be a fashionista in training.

However, Rarity kept a little secret...or rather...a very big one.

As it turned out, she had a hobby of sneaking out at night dressed in a black catsuit with a mask over her eyes in order to break into hard-to-get places and steal what she could get her clawed gloves on. With an elegance and precision most thieves lacked, Rarity, or rather _Black Cat_ , as she was called by those who didn't know her, became the 'Robin Hood' of Canterlot, stealing from the rich and powerful before anonymously donating it to the poor and suffering.

No one knew of course. Not her parents, not her sister, not her friends, no one. And she made sure to never leave evidence behind, or let someone see her face, or most importantly: not get caught.

However, as brilliant as she was, even she made mistakes, and eventually...her luck ran out.

* * *

And now Rainbow Dash was looking at Rarity through a bullet-proof glass wall while the former fashionista was dressed in an unflattering orange jump suit and a pair of metal cuffs kept her from moving her arms as much as she would have liked. Her hair, once made in elegant violet curves was now a dishevelled purple mess, and Dash had to admit that she looked very different without all of her makeup, and especially without the fake eyelashes.

Rarity was beyond grateful that she was allowed visitation hours. Without them she was sure she would have completely lost her sanity by now. However, she was a bit surprised that Rainbow Dash had decided to see her all of a sudden. Mostly it was her parents or Sweetie Belle, or possibly all of her best friends together, who visited her. Dash rarely came to see her alone.

After raising an inquisitive eyebrow, Rarity picked up the phone on her right while Rainbow did the same with the one on her side, and then they spend a few seconds just...staring at each other.

As someone who prided herself on noticing small details others usually miss, Rarity could tell that something was troubling her tomboyish friend. Her first clue was that there were no signs of Rainbow's usual cocky smile or her chipper mood. Yet, at the same time, she didn't look particularly sad…at least not as much as she seemed angry or possibly frustrated. However, that frustration and anger was _not_ directed at Rarity, but at something else completely. Whatever that could be, she could only guess.

After a short while, Rarity asked, "Darling, are you quite alright? It looks like something's troubling you." As was usual for her, she spoke in a very refined and posh mid-Atlantic accent.

"It's...uh...nothing serious." Rainbow answered, sounding rather tired, "I just had a really annoying day."

"Oh, is it something you would like to talk about, perhaps?"

"Not really."

"Well then...um...whatever was it you wanted to speak to me about? Not that I'm complaining, mind you, I just didn't expect you here today."

"Yeah, about that..." Rainbow looked around a bit to see if anyone was listening in, "I sorta, kinda...need a favour from you."

"A favour?"

"Yep."

"Well, I'm not entirely sure what it is I can do for you in here, but let it never be said that Rarity wouldn't help a friend in need. Now, what did you need from me, darling?"

"Actually...I want a new outfit."

Rarity's eyes lit up while a massive smile appeared on her face, "Ooooooh, really?! You finally want _me_ to design an outfit for _you_?! I didn't think I'd ever see the day!"

Rarity's excitement earned a chuckle from Dash, "Hehehe, calm down, Rares, it isn't _that_ big a deal."

" _But it is!_ " Rarity insisted, "Normally, I have to practically beg you to wear anything of my design, so to see you come all the way here to get me to make something for you is almost like a dream come true. Now what do you want, a new training outfit, something comfortable, something stylish, _or_...something a little 'special' for dear Fluttershy?"

Dash's eyes snapped open, "How did you-"

"Pish posh, just because I sometimes need reading glasses doesn't mean I'm blind. Anyone with the slightest understanding of romance would be able to tell that you're completely infatuated with her...and I totally approve! You two would make such a cute couple, I can already see it..." Rarity drifted off while dreamily looking up at the ceiling.

Becoming just a bit uncomfortable, Rainbow asked, "Um, Rarity, can you please not start daydreaming about me doing things with Fluttershy? It kinda freaks me out."

"Mmmm...what?" Rarity answered innocently, before she realised what she was doing and abruptly shook her head, "Oh, so sorry, darling. I believe I was swept up in the moment there...as it were. Now what kind of outfit did you want me to make? Something cute, something dapper, or dare I say...something _sexy_?"

"Yeah...no. The thing is...I want something that's completely aerodynamic, like skintight, easy to move in, but also looking really cool. I think a combination of red and blue might work for the colour, and its supposed to hide my face."

That had got to be strangest order Rarity had ever received...and that's saying a lot.

"Do I _want_ to know what you plan to use it for?" Rarity questioned.

"It's for a...contest...in school." Rainbow lied, "Anyway, the point is that it needs a…theme, and I decided to have a...spider...theme."

"Spider-theme?! Why ever would you choose an outfit with such a repulsive creature as its main theme?"

Slightly offended by that remark for some reason she couldn't quite place (maybe it was because she had spider-DNA in her blood), Rainbow argued, "Hey, spiders are awesome! And...I've already decided, so can you make it or not!?"

"You don't have to be quite so rude about it, but...yes, I suppose I could. While your instructions are...a little strange, I do think I can create something absolutely smashing out of them."

"A little strange? You're the one who dresses up in a skintight catsuit that leaves absolutely zero to the imagination...and that cleavage, man...that's hot."

Rarity stuck her nose up in the air, "Would you _please_ keep such perverted thoughts to yourself?! The Black Cat suit is both functional and fashionable, and the excellent outfit for a master thief...even though I will admit it can help me keep people, well, _distracted_ , when I need them to be. Although...perhaps I did go a tad bit overboard with the slightly exposed...uh...front section. I think I might have to change that in the future. Maybe make it a bit more modest?"

"Do you have to? I don't mind really." Rainbow noted in an uncomfortably suggestive tone...while almost looking like she was drooling at whatever mental image she had in her head.

Rarity rolled her eyes and made sure her mouth was away from the phone when she muttered, "Rainbow, I swear, you're starting to remind me of those hormone-obsessed rowdy lesbian teenagers in the showers..."

"What was that?" Dash asked, not really knowing if she should be offended by whatever it was her friend said or not.

Rarity put the phone back to her ear, "Oh, nothing important, dear! Now what were we talking about?"

"So how long will it take you to get that suit done?"

"Hmmm...well, that might be a problem actually. In this forsaken place I cannot find any good fabric whatsoever. Because if I did, I would _never_ wear this orange crime against fabulosity, and have you seen the state of my hair!? I'll tell you that life in this dreadful place is just...just...uh... _dreadful_!"

"It can't be that bad. At least you got put in the women's section and don't have to deal with a lot of guys staring at your butt."

"Pah, these so-called-women I have to live with are some of the most unladylike women I have ever had the misfortune of meeting! I mean, the girl I have to share a cell with is a complete and utter narcissist, always tries to steal my things, and constantly talks in the third person. I swear if I have to hear her call herself 'the Great and Powerful Trixie' one more time, I'm going to feel the need to introduce her to my 'Great and Powerful' fist! Of course, as a lady, I would never stoop to doing such a thing...but I can definitively feel the temptation."

"Hmm...let's see: a narcissist who sometimes talks in the third person and likes to steal things..." Rainbow surmised, "Are we talking about your cellmate or yourself right now?"

"Very funny. But unlike my dear cellmate Trixie, _I_ at least have some dignity about it."

"Uh-huh...whatever helps you sleep at night, Rares."

"Anyway...as I said, it would be quite a bother to design your outfit in here, _but_ that does not mean it cannot be done!"

"You mean if I break you out of this place?" Rainbow suggested, though more in a sarcastic way.

Rarity put her hand on her chin in thought, "While that offer is a bit tempting, I'd rather not see you join me in here for my sake. Also, there are alternatives."

"I'm listening. What'ya need?"

"More like _who_ I need, actually. You see, before I got locked up in here I taught our dear friend Spiky wiky a lot of my tricks when it came to sewing, dressmaking and that...cosplaying thing you and Twilight are so into. He has already handled several of my orders since I was incarcerated. However, while I am impressed with his accomplishments in the field thus far, he is...lacking a bit in the creative department unfortunately. But not to worry, for if there is one thing I _am_ allowed to have in this place, its a pen and paper, and I intend to use it."

"So the plan is for you sketch something, send it to me, and then I'll bring it to Spike so he could sew it for me? Sounds easy enough."

"Precisely. Though I'll have to write some instructions as well so he doesn't forget anything important. I'd assume that with how many checklists he handles for Twilight all the time, following a few basic instructions will be a walk in the park for him."

"No kidding. With how much he helps her I'm not even sure if he qualifies as a brother or a slave to her at this point."

"I think you should give him a tad bit more credit, Rainbow. Spike was stuck in a terrible orphanage when Twilight convinced her parents to adopt him, and I think its only natural for the boy to want to do anything to repay that favour. Also, all the things he does for her, he does willingly. So no, I would never call him a slave. In fact, isn't his relationship with Twilight practically the same thing you have with Scootaloo?"

"In what way?"

"Well...you are both a pair of siblings in anything but blood. Just like Spike needed a family to live with, Scootaloo needed someone to give her the inspiration and encouragement to get back on the horse and run again. You and Twilight were both there for them when they needed you, and now they practically idolise you for it. It is truly a special connection the likes of which I have never seen before. I am quite envious."

"Whoa, Rarity...that's...really sappy. You ever think about becoming a poet?"

"You know what? I think I might just do that." she then put on the biggest pouty face she could muster, "I mean, it's not like there's much else I can do in here anyway. Not when I'm all alone...in this ghastly prison...eating terrible food...having to use this ridiculous contraption to speak to people sitting just in front of me...not being able to hug my little sister...not-"

"Alright, stop right there, Rarity!" Rainbow interrupted, "I am so not in the mood for you to go all drama queen on me. Come to think of it, you really should be an actor...or a poet, or a fashion designer or whatever. Seriously, I never really got why you decided to become a thief in the first place."

Noticing a bit of bitterness at the end of that sentence, Rarity asked, "Does it...bother you...not knowing?"

"Hell yeah it does!" Rainbow answered in a slightly angry tone, "I mean, we were all best friends once: you, me, Twi, Flutters, Pinkie and AJ. And then all of that suddenly ends because you got arrested for breaking the law! What's up with that!?"

"It's...a long story...and one that I most certainly owe you, but...I'm afraid visitation hours are over."

Rainbow had completely forgot about the time, and only now noticed that a pair of guards were heading towards where Rarity was sitting.

"Wait, already? But I'm not finished talking with you yet!"

"I am truly sorry, but things are well out of my hands. I will remember to design that outfit though. Skin-tight, face-concealing, spider-themed and red and blue, correct?"

"Well, yes, but-"

"Excellent! I'll get on that as soon as I can."

"Rarity!"

But Rarity couldn't hear her, for she had just put the phone back on the wall. And with a reinforced glass wall in the way, there was no way for Dash to get another word in before the guards began to escort her friend back to her cell.

After letting out a frustrated groan, Rainbow put her phone back as well.

"Dammit, Rarity. Why can't you ever just give me a straight answer?"

* * *

 **Author Notes**

See what I did there...with the title...and that's its a pun of the popular Netflix show where a woman is sent to prison...and Rarity's in prison...haha...ha...I'm funny.

Ah well, my love for bad and obvious puns aside, I actually haven't even seen that show, just the trailer. But, well, I've heard a few things about it. Anyway, let's steer away from that subject.

Right! Rarity. Now you know that she's...in prison...and she's apparently this story version of the Black Cat. You know, Marvel's response to Catwoman, with the outrageous cleavage. I mean, what is it with women's costumes in comic books anyway? Are comic book artists all perverts or something?

But I got to say, so far, Rarity has been my favourite character to write dialogue for, especially with her always entertaining drama queen tendencies. I also think she's a lot easier (for me, in any case) to write in character than some others like Applejack and Pinkie Pie.

Now I have two more minisodes to go (with one of them being almost finished) before the really interesting things start to happen.


	14. Girls and Guys Night

**Minisode**

 **Girls and Guys Night**

Twilight's apartment wasn't really all that big, but she appreciated what little she had, and when one room was suddenly not available to her anymore, it felt a lot smaller than usual. Ever since Spike began with his 'top-secret' thing that he couldn't tell Twilight about despite the fact that everyone already knew about it, she had found herself missing her access to her living room.

However, she made due in the kitchen, where she and Sunset Shimmer were having a conversation over a cup of tea.

Since both of them were off the clock, they had forgone the lab coats for some more relaxed clothing. Sunset was wearing a pair of shorts and a purple sleeveless shirt with an image of stylised sun on it, while Twilight preferred a light blue shirt with purple pants. And while she usually tied her hair up into a bun while working, she was now opting for a loose ponytail instead.

Having been working under Dr Silk Mane's harsh guidance all day, they were relieved to finally have some time to relax and talk about things that were _not_ related to cross-species genetics.

Given how completely obsessed and single-minded the good doctor they worked for was in finishing their assignment on time, and by the fact that she didn't seem to care about the feelings of all the people she constantly overworked to do so, Sunset was by now pretty sure that Mane was some kind of psychopath...though she lacked any concrete proof to confirm that.

Still, even after a whole day of working for someone like her, a nice cup of tea was all it took to get Miss Shimmer back in a good mood.

"Wow, is this strawberry?" Sunset asked after taking a sip of the cup she was given.

Twilight nodded, "Hmm-hm."

"I like it. Maybe I should try this stuff more often."

"I'm more partial to Earl Gray myself, but unfortunately...I'm all out."

Sunset put down her cup and looked around a bit, taking in the features of her friend's new apartment. "So...nice place. I'm a bit surprised you could afford it, actually."

"Oh, you can thank my parents for that, they were the ones who paid for it."

"Man, you're lucky your folks are so nice. I mean, paying for your apartment, adopting Spike, _not_ constantly yelling at you all the time. I haven't even met them yet and I can already tell that they're a lot better than the ones I'm stuck with."

"Why do you say that?"

"If you'd met them, you'd know. With how much they shout at each all the time I think I should invest in sound-proofing my room or something. Seriously, I'd love to have my own place."

"Well, it's not nearly as easy as it looks. I'm really lucky to have Spike's help, because otherwise…I'd probably be eating nothing but breakfast cereals and have this room full of unwashed dishes."

With a coy smile, Sunset noted, "So you're not exactly a...kitchen person, then?"

"I _can_ cook, it's just that sometimes...I...well, I...kinda forget to do it. Spike is really good at reminding me though that I still need to eat and sleep every now and then. I'm not sure if I could even survive an entire week without him."

"I'm sure you could manage."

"That makes one of us."

"Hey, cheer up, Tiger, you'll learn eventually."

"Pff-hihihi, What did you just call me?" Twilight asked with a small giggle.

Sunset raised a teasing eyebrow, "What? You don't like it?"

"Well...I guess it's a lot better than 'Dorky Bangs' at least."

"I sure hope so, Tiger, for that's what I'm gonna call you from now on."

They both laughed a little, simply enjoying this time to talk about silly things like that.

Twilight may not have known Sunset Shimmer nearly as long as she had known Rainbow Dash, Applejack, Fluttershy, Pinkie Pie and Rarity, but there was little to no doubt that she was the one Twilight was closest to. While she loved her other friends as if they were her family, Sunset was the only one she had a lot of common interests with, and also the one who understood Twilight best. Despite the fact that Sunset had once been a bit of a bully herself when she was younger, she was very protective of Twilight, and didn't tolerate anyone trying to make fun of or take advantage of her.

However, that didn't stop Sunset herself from teasing her.

"By the way..." Shimmer began in a slightly mischievous tone.

"Hmm?" Twilight hummed curiously.

"...I heard from a little bird that you had taken an... _interest_ in someone."

On cue, Twilight immediately started to blush, "I...don't know what you're talking about."

"...and _not_ in a platonic way."

She blushed even more. "Well, I...I...wouldn't-"

Sunset Shimmer's smile was impossibly smug when she saw her best friend's embarrassed expression. "So...would you be so kind as to maybe tell me who it is that you're so interested in?"

"Uhm...well, it's...uh...HEY! Who told you that?!"

"Actually...no one did. I just made it up." Sunset confessed before she morphed her face into a trollish grin, "However...judging by your reaction, I'd say that I was right on the mark. You _do_ have a little crush on someone, don't you?"

"No I haven't!" Twilight insisted...very unconvincingly.

"Twilight Sparkle, you are a _terrible_ liar. So come one, Tiger, its time to spill the beans."

Twilight's eyes darted around all over the place while her blush grew so big that she couldn't even rely on her dark skin to hide it. She was so flustered that all she could get out of her mouth were a bunch of nervous, "I...I...I don't...uh..."

"Wait, don't tell me! Let me guess." Sunset offered, making it very clear that she was really enjoying this, "Since you obviously wasn't into Flash, it's got to beeeeee...wait, is it Timber Spruce?"

Twilight snapped out of her ramblings and asked, "Um, who?"

Sunset's smiling face immediately turned to confusion, "Well...you know the guy we met in the Everfree forest when we were looking for that meteor the symbiote came from? I really thought there was something between you two."

"Ooooooh, that guy." Twilight answered after she remembered who she was talking about, "No, it's not him. I mean I did agree to go out on a date with him, and he's a really nice boy with a great sense of humour and a lot of things we could talk about, but...halfway through the date I realised that it wasn't going to work out. He took it well enough...though I haven't really met him since. There's nothing really wrong with him, I was just..."

"...in love with someone else?" Sunset finished for her.

Twilight nodded.

"So who is it? Because if it isn't Flash or Timber, I can't really think of anyone. Is it somebody I know?"

"Well...yes, I guess you _do_ know the person I have...a...crush on." Twilight stuttered, her face as red as a tomato, "Actually...you kinda...know that person very well."

"Really?!"

"Yes." Twilight squeaked out, visibly shrinking in a very Fluttershy-like manner.

Sunset thought about that for a moment, mentally going through all the people that she knew, and all the people that she knew that Twilight also knew. Yet, after all that thinking all she could answer was, "No, I got nothing. You got to give me a hint."

"Do I? It's kinda...personal."

Sunset Shimmer's mood went from teasing to comforting while she put her hand over Twilight's and assured, "Look, if you don't want to tell me who it is, you don't have to. But know that I'll be here to help you if you need it. I may not be a relationship expert or something like that, but I've had some experience in the dating field. Well, when I say 'experience', I mean two past relationships that went up in flames...one of them almost literary."

Twilight really liked the feel of Sunset's hand on hers, and it made it a bit easier for her to finally say what she had wanted to say for a while. "Look, the thing is...the person that I have a crush on...is..."

However, by some twisted divine prank, at that very moment, the doorbell went off, thus stopping the love-struck girl from finishing that sentence.

A little awkwardly, Twilight said, "Excuse me for...just a moment."

Sunset groaned a little at the phenomenally bad timing, but kept a smile on her face regardless, "Sure thing."

While Twilight hurried over to her front door, she wondered who it could possibly be that would show up at a time like this. She rarely got visitors in her new apartment, and when she did, they usually gave her a call before coming over. Well, Rainbow Dash didn't usually follow that rule, and as it so happened, when she opened the door she wasn't actually too surprised to see that it was indeed Rainbow Dash waiting on the other side.

What _was_ surprising though was the Rainbow didn't show any signs of her haughty and playful attitude, instead she looked oddly glum for some reason. Also, the fact that she came through the front door instead of climbing through her window told Twilight that she wasn't really in an adventurous mood.

However, being as polite as she was, Twilight greeted, "Um...hello, Rainbow. Did you need something?"

Rainbow made her way into the apartment and answered, "Yeah, sorry for just dropping in like this, I probably should have called first or something."

Now Twilight _knew_ something was wrong. Rainbow usually didn't sound quite so...humble. "Are you okay? You sound a little down."

Dash leaned her back against a nearby wall, "Let's just say that yesterday kinda sucked, and today was no better."

"What happened?"

"It's a long story. I don't really feel like going into it."

"Oh...I'm sorry. So are you here for a social visit or...?"

Rainbow walked over towards the kitchen, "Actually, I was hoping to talk to-" but stopped herself when she saw Sunset Shimmer drinking a cup of tea at the kitchen table, "Oh hi, Sunset, didn't see ya there."

Sunset looked puzzled for moment before she guessed, "It's...Rainbow Dash, right?"

"Yep, that's my name."

"I figured as much, the hair kinda gives it away. Also, I think I remember you being the captain of the Wondercolt team at Canterlot High when I went there. How's that working out for you?"

Rainbow scratched the back of her neck, "Can we _not_ talk about that right now?"

"Um...okay. Touchy subject?"

"Yeah."

"Was that what happened at school yesterday?" Twilight asked as she followed Rainbow into the kitchen.

"Like I said, I don't want to talk about it."

"Oh right, sorry I asked. So why did you come here again?"

Rainbow Dash looked around a little, "Actually, I came here to talk with Spike. Is he home?"

Twilight did not expect that answer, "Spike?! What did you need to see him for?"

"I just need his help with something I've been working on. It has to do with..." she subtly pointed at the small, red, but mostly faded, spot on her right hand where the spider had bit her, "...you know?"

Twilight's face lit up in comprehension, "Ah... _that_. Well, he's here, but...now isn't really the best time."

"Why not?"

"Well, tonight is...'Guy's Night'."

"Seriously?"

"Seriously. Every once in awhile he and a couple of his _male_ friends come here and take over my living room...while making it sure that absolutely no one without a Y-chromosome is allowed inside. And despite that fact that they're doing this in my own home they still won't tell me whatever it is that they're doing no matter how many times I ask."

"Well, that's guys for ya." Rainbow noted with a shrug, "Lucky for me, though, I'm practically one of the boys, so why don't _I_ go in there and have a chat with him while you more feminine 'girly girls' stay back out here?"

"Hey!" Sunset objected, clearly offended at being referred to as a 'girly girl'.

"I don't know..." Twilight said uncertainly, "He's awfully persistent about about the whole 'no girls' rule."

Rainbow waved her off, "Ah come on, it can't be anything too embarrassing."

"Are you sure about that?" Sunset asked from where she was sitting.

With an all too familiar cocky grin on her face, Rainbow replied, "Question: What do guys like to do when there are no girls around? Answer: Watch sports or play video games. And as it happens, I happen to do both. Ergo: I fit right in. I guarantee it!"

* * *

Meanwhile...in the currently dimly lit living room of Twilight's apartment, Spike and two of his friends were about to embark on a perilous journey to a magical land filled with excitement and adventure.

The only source of light in the room was a flashlight that Spike was using to light up his own face in an attempt to build suspense. He also spoke in a very dramatic voice when he narrated, "In a world where evil reigns supreme, a small band of warriors stands tall against the darkness. This is...Ogres and Oubliettes!"

Suddenly, the light switched on to reveal all three players sitting around the table where the popular role-playing adventure game was laid out on.

Shining Armour, known for his professional attitude and sharp mindset he had as the captain of the police, was now off-duty and out of his uniform. And when he was off-duty, he was almost like a completely different person. In fact, hidden underneath the mask he put on when he was on the job, he was actually quite a goofball and maybe even a bit of a nerd. He had been playing Ogres and Oubliettes since he was a kid, and even now at the age of 28, he's still completely obsessed with it.

The third and final player at the table was none other than Big Macintosh...Applejack's older brother.

Big Mac was certainly a man who lived up to the 'big' part of his name. Not only was he tall, but he also had big arms and broad shoulders: a sign that he was used to hard work just like his sister was. His scruffy blonde hair and freckles also made it easy to see that he and Applejack were related. However, unlike his Little Sis, Mac was not really that much of a hat person...his trademark was instead the red plaid jacket he wore most of the time.

Despite appearances though, Big Mac was a bit brighter than one might expect from someone as big and silent as him, and was probably the best Ogres and Oubliettes player in the room.

How these three got around to having the tradition of playing this game whenever they all had a lot of time on their hands was a rather long story actually. The short version is that the three of them once ended up in a room together for far too long without anything to do...and then Shining Armour had an idea on how to pass the time...and then they all got really into it.

Still keeping his dramatic voice, Spike looked at Shining, who was sitting on the couch on his right, and inquired, "Prince Smarty Pants, are you prepared to enter the world of Ogres and Oubliettes?"

With confidence in his voice, Shining Armour answered, "Hehe, You bet I am."

Spike moved his gaze to the left where Big Mac was sitting in a comfy chair, "Sir McBiggen, are you also prepared to enter the world of Ogres and Oubliettes?"

In a deep and steady voice, Big Mac answered in only one word. "Eeyup."

"Then let's begin!" Spike decided, "Now, as we all remember from last time, the Squizzard was just about to awaken the dreaded Owlbear Demon Princess from her eternal resting place, which could mean the end of all of Spiketopia if we don't do something about it. However, the Legendary Rabbit-foot Arrow, the only thing capable of smiting it, is locked behind a massive stone gate. Now if my memory's right, it was...Prince Smarty Pants' time to choose our next course of action."

"Uhm, wasn't it Sir Mcbiggen's turn?" Shining asked while trying to remember what happened last time they played this game.

"Nope." answered Big Mac.

"Right, let me think. Hmmmm...now that's a tricky one..."

He took a moment to mull over that conundrum. Somehow, he managed to look completely serious...while at the same time looking like he was the exact opposite. Sure, this was only a game, but he had no intention of losing it...well, not this time at least.

After a short while, Shining had an idea, "Alright, what if I use my high lockpicking skills to pry the gate open?"

"That could work." Spike answered while looking through one of the game's rulebooks, "Given your class and skill points, that would mean...hmmmm...ah-HA, you're in luck! You only need to get a three or higher to succeed."

Feeling a bit cocky, Shining picked up a 20-sided dice and commented, "That all?" before he threw it on the table...only for it land on a...'2'.

He did not see that one coming. "Argh, dammit!"

The odds were 18 to 2, and somehow, Shining Armour had gotten such bad luck that he narrowly lost at that. Karma was clearly not on his side today.

Snickering a little at his adoptive brother's expense, Spike narrated, "The lockpicking...failed, and Prince Smarty Pants begins to feel deeply and personally humiliated."

Shining gave him a slightly grumpy look, "Do you really have to rub it in?"

"I'm just following the script, and the script _demanded_ it." Spike defended, trying to sound professional.

" _You're_ the one writing the script."

"And _that_ is exactly how I know what it demands. Now, Sir Macbiggen, you're up!"

To communicate his next move, Big Mac put on his best war face and moved his arm as if he was swinging a sword.

Needless to say, he was not much of a talker.

Spike understood him for the most part, but he still needed to be sure, "Wait, are you saying you want to...smash through the door...with only your sword?"

"Eeyup."

"I don't know...that's going to be _really_ difficult, you'll need a full twenty to succeed. Are you sure you don't want to try something else?"

"Nope."

"Well, don't say I didn't warn ya." Spike noted while Mac picked up the dice and tossed it.

Whatever bad luck spell had cursed Shining Armour...had apparently _not_ affected Big Mac in the least...as he somehow managed to score a perfect twenty despite the fact that the odds were sorely stacked against him.

With vigour, he shouted, "EEYUP!"

"Seriously?!" Shining asked, clearly surprised at the result.

"Well...that was unexpected." Spike commented, "Alright. Ahem, Sir Macbiggen strikes the door with his massive sword, and he swings it so hard that not even the mighty stone door that once held an entire army at bay could survive. The door crumbled, and our heroes finally found the-"

Suddenly, the door to the living room was slammed open and Rainbow Dash blundered in and asked, "Hey guys! What'ya doing?!"

Because Spike was completely focused on his narration and was sitting with his back to the door, the sudden unexpected visit made him jump a little, "AAARGH! What the!?"

All three guys soon found themselves staring at new arrival as if she had caught them doing something illegal. After all, what they were doing during 'Guys Night' was only supposed to be between the three of them. If it had been Twilight or Sunset, who Spike had explicitly told not to disturb them, who had entered without knocking, then he would have really been upset.

Still, Spike really had to ask, "Rainbow Dash?! What are you doing here?"

"I just came to see what's up with you guys." The prismatic-haired teen replied.

"Couldn't you at least knock first? You nearly gave me a heart attack!"

"Spike, you're fourteen, you're way too young to have a heart attack. And as for your question, well, that's just how I roll. I thought you were used to it by now."

She then looked at Big Mac and said, "Hi Mac, didn't expect to see you here, and..." though her mood lowered a bit when she saw the third guy in the room, "...hello to you too...Shining Armour."

The police officer took note of the salty tone she used when she addressed him and nervously replied, "Rainbow Dash, nice...to...see you. How are you doing?"

"I'm doing great!" Rainbow answered, her voice completely dripping with sarcasm, "I just had to tell my soccer team I was leaving them for good after having all my _lovely_ community service duties laid out for me for the coming month. Oh, and I'm going to meet Zecora the school counsellor every Tuesday from now on. I bet that will be _fun_!"

Shining sighed, "Look, Rainbow...I was only doing my job, and I have nothing against you personally. So you think we could bury the hatchet for a bit...at least while I'm out of uniform?"

Rainbow shrugged, "I guess I could. You're a pretty cool guy, Shining, I'm just a bit cranky right now."

"Is it about what happened with Gilda?"

"Yeah, mostly it is...but enough about me, what are you guys doing in here?"

Spike gave her a slightly immature look and declared, "We were having a guys night, and that means that no girls are allowed. So I'm afraid you have to-"

"Sweet! Can I join you?!" Dash asked, clearly missing the point Spike was trying to make.

"No you can't!" the boy insisted, "Do you even know what a _guys night_ is?"

"Well duh...of course I do."

"Then you should know that only _guys_ are allowed to be at them."

"Yeah, that's why Twilight and Sunset have to wait outside, right?"

Spike facepalmed. He wasn't sure if Rainbow was messing with him or if he actually had to spell it out to get her to understand. Hoping it was the latter, he said, "Yes, and that is exactly why _you_ aren't allowed in here either. You do know you're a girl too, right?"

"So you're saying I can't join because I got boobs? Wow, Spike, I didn't think you were that sexist."

"WHAT?!" Spike spat out in complete disbelief, "I'm not sexist, I just...just..."

To prevent Spike from saying something he would surely regret, Shining offered, "How about we make an exception...just this once?"

"Eeyup." Big Mac agreed.

"Fine!" Spike conceded, "Just shut the door and don't you _dare_ tell Twilight what we're doing in here."

However, before he sat back in his chair, he looked her straight in the eyes and added, "And _don't_ call me a sexist again either!"

"Jeez, chillax, Spike, learn to take a joke! Oh, and I won't tell Twilight about...wait, what am I not supposed to tell her about?"

"Well...me, Shining and Big Mac have this thing that we do whenever we have some spare time together. It's called 'Ogres and Obliettes', and its a fantasy role-playing adventure game, and pretty much the best game ever if you ask me."

"Eeyup." Big Mac chimed in.

"Riiiiight..." Rainbow noted sceptically, "That sounds...fun...I guess?"

"So...you want to join us?" Shining asked with a hopeful smile on his face. "With this game, it's definitively 'the more the merrier', but…it's been kinda hard to find someone who's interested in playing with us."

Rainbow considered it for a moment. Save a few, she had never really been into role-playing games, and she had never even _heard_ of 'Ogres and Oubliettes', let alone played it. However, given the amount of stress she was dealing with since that whole Gilda incident, playing a silly fantasy game with a couple of friends wouldn't be such a bad idea after all.

"I might be up for something like that. I mean, it couldn't hurt to at least try it."

"That's the spirit!" Spike exclaimed, "So let's start with a character for you to play as. There are warriors, mages, rogues and archers. They all have different stats specific to their specific class that allows them to..."

When he started to get into a very complicated explanation of how each character class affected the game, Rainbow Dash found it a bit hard to keep up. And after spending a full minute staring at him with a dumbfounded look, not really comprehending what he was saying at all, she decided, "Uhh…you know what? On second thought, I think I'll pass. The game sounds fun and all, but…it may be a bit complicated for me."

"It's not _that_ complicated." Shining noted, "Trust me, the other version is waaaaay more complicated than this. You just have to play it a bit to get a feel for it."

"Well, sure...but…maybe later." She then remembered something, "By the way…Spike, I need to talk to you about something."

The kid raised an eyebrow and looked at her curiously, "Huh? What do you mean?"

"It's about Rarity, but…I can kinda only talk about it with you."

The simple act of just mentioning her name immediately got Rainbow his full attention, "Rarity!?"

"Yeah…that's what I just said. However, she said I could talk to you, and you _alone_ , about this. So you know any place that isn't occupied right now?"

While Spike really wanted to continue the game without any more interruptions, his very obvious crush on Rarity made him surprisingly easy to motivate. A clever enough manipulator could conceivably make him do almost anything for her...though the one that used that trick the most was ironically Rarity herself. The fashionista-turned-master thief may have been one of the kindest people around inside and out, but she was also really good at charming or manipulating people into doing what she wanted them to do.

Spike turned back to the others, "I'll be back in a bit. Don't continue without me!"

"Don't worry, we won't." Shining assured.

"Nope." Big Mac added.

With an eager smile on his face, Spike jumped out of his chair and led Rainbow Dash into the one room left in the apartment that he was allowed to be in and wasn't currently occupied: his own bedroom. Twilight's bedroom was out of the question, and she didn't really feel comfortable having people be in her workroom when she wasn't around either. So it would have to do.

Well, it was either that or the bathroom...and that would just be awkward.

Unlike his sister's, Spike's room wasn't quite as mathematically organised, but at the same time, way more tidied up than the mess Rainbow Dash lived in. It was a lot smaller then either of their's though and only had room for a bed, a desk, and a window from which one could actually see the headquarters of the 'Daily Bugle'.

After the two had made it inside, Spike took a seat at his desk chair and asked, "So what did Rarity say about me?"

Rainbow Dash closed the door and sat down at the end of his bed. "Only that you're the one to talk to in case of fashion emergencies."

"Yeah, that's right! Wait...since when did you care about fashion?"

"Didn't you know?" Rainbow asked jokingly, "I _always_ dresses in style!"

"Seriously?" Spike questioned in a deadpan tone.

"Nah, I'm just kidding. _But_ I do actually have a fashion emergency this time."

"That's a first. So what is it?"

Rainbow reached into her back pocket and pulled out an envelope before handing it over to him. "Rarity said that you used to do her orders ever since she ended up in prison. Well, here's the next one for ya."

The letter wasn't sealed, so Spike had no problem opening it and checking out the contents inside. Said contents turned out to be a few folded papers that were written in Rarity's handwriting and were detailing a brand new outfit for Rainbow Dash. And it was no ordinary outfit either.

His eyes lit up when he figured out what the suit was for. "Wait...does this mean you're giving my superhero idea a shot?"

"What, no!" Rainbow immediately denied, "That's a stunt costume. It's just meant to help me web-swing better and look cooler while doing it."

"I don't know...it looks much more like a superhero costume to me."

"So what if it does?!" Dash asked, starting to sound a bit annoyed, "I already told you I'm not doing the superhero thing!"

"Why not? I mean with your powers, you'd be-"

"Look, I already got one annoying lecture in 'responsibility' from my mom yesterday, and I'm so not in the mood to get one from you too."

Spike sighed, "I'm just saying you have a golden opportunity here that you're completely wasting."

"An opportunity to do what? Get killed by some lunatic with a gun, or better yet, end up arrested for taking the law in my own hands? Maybe I can even give Rarity some company in prison. I'm sure she would like that _very much_. And I suppose you want to be my sidekick or something too, huh? Well, it's not gonna happen, just accept it!"

Spike was a bit taken back by just how quickly Rainbow had gone from being joking and chipper to being downright angry. Guess she woke up on the wrong side of bed this morning, he supposed.

"Uh...sorry. I had no idea you were so sensitive about this."

"I'm not sensitive about..! Actually, never mind, I'm just a bit frustrated at both Gilda and my mom right now."

"Why, what happened?"

Instead of answering that question, she decided to change the subject entirely, "You know what? I just decided what I could use the suit for."

Spike tried to ask, "But what about-"

But Rainbow just ignored him, "I saw in the paper this morning that there's this brand new amateur wrestling tournament downtown in a week or so, and with my new powers I could get it done in ten seconds flat. And if that suit is finished quickly enough, I could wear it and do the whole thing incognito. That way I could kick some serious butt while saving up some cash for my troubles. It's the perfect idea!"

"But Rainbow-"

She silenced him with a glare and said, "Look, all I need from you is to get that suit done. And what I decide to use it for is _my own_ business. Got it?"

"I suppose. But it may take me some time to make this thing...just so you know."

"How long would that be?"

"About a month."

"A MONTH?! But that tournament is just in two weeks!"

"Hey, I'm no Rarity."

Rainbow sighed, "We'll just have to work something out then..."

Notes:

Okay, here's another chapter with no action in it, and I said it would be yet another minisode until the big things happen...

Well, guess what? I'm tired of waiting! That minisode will be moved forward in the chronology a bit so that I can start the first part of 'episode 3' without delay.

So stay tuned!

* * *

 **Author Notes**

As you can tell by Sunset's usage of the word 'Tiger', I have decided that she will play the role of Mary Jane Watson...though mostly the version that appeared in 'Spectacular Spider-man', where she is a cool and confident girl as well as a supportive best friend for Gwen Stacy...and not the pathetic constantly screaming damsel who kept getting herself kidnapped in the Raimi trilogy.

Also, speaking of Gwen Stacy, Twilight Sparkle is definitively playing her in this story. Like her appearance in the Amazing Spider-man films, she will help Spidey by using her brilliant mind to help her defeat the villains, and like Gwen, they're both related to the captain of the police. Furthermore, have you seen how similar Sci-Twi is to Gwen in 'Spectacular'? There was no one else more fitting for that role really.

However, if you add Rarity as Black Cat, then that's three of Spider-man's love interests in this story...and neither one of them is the primary love interest for Rainbow Dash/Spider-Girl. How's that for irony?

I guess I just see more in them than just being love interests for the main character.

* * *

Oh, and I have a message for the "guest" who has left a fair bit of reviews lately.

While I definitively appreciate the help, it may be a bit too late to change the costume given that I've drawn it several times since _before_ I even began to write this story. However...I might take some of those ideas into account, but no promises. The costume I drew is already on 'Deviantart' and in the first chapter of both the 'Fimfiction' and 'Archive of Our Own' versions of this story.


	15. 3) Power and Responsibility, Part 1

**Episode 3**

 **Power and Responsibility, Part 1**

 **Suiting up for a Challenge**

Twilight Sparkle let out a sigh of relief as she stepped out of the CelestiaCorp building's lobby, allowing the warm rays of the summer sun to give her a sense of freedom that she hadn't felt all day.

While her mind may have the capacity to work almost as efficiently as a super computer, there were still limits to what even _she_ could handle. For instance, working day and night on a massive research project under the guidance of someone as eccentric as Dr Silk Mane while only having a week to finish it was not something that she considered to be particularly easy.

Twilight Sparkle did have a lot of respect for the good doctor. Silk Mane had devoted years of her life in studying advanced chemicals and how they affected biological systems, and had gathered an impressive understanding of the human genome. And while her scientific career may have started with the development of new forms of shampoo, she had now become the 'go-to-expert' for anything regarding experimental genetics research. There was even a rumour that she had figured out how to successfully clone human beings...though that rumour had never been confirmed.

More to the point, she was also the one who started the cross-species genetics project in the first place. Sunset and Twilight were merely assigned to be her interns. Unlike the numerous other interns Celestia had sent her though, Mane was very impressed by their intelligence and even admitted, albeit very begrudgingly, that she wouldn't have come as far as she had without their help.

However, Silk wasn't really a...'people person' by any means, and at times seemed to forget that her co-workers were actual human beings instead of soulless automatons. The simple concept that someone working under her needed to take a break every now and then was almost an alien concept to her. In fact, the only reason Twilight and Sunset were allowed to leave early now was because Celestia all-but-ordered Mane to let them go for the day...for which Twilight was very thankful.

Despite her early release however, Twilight had no time to relax at home, for she had a mission to accomplish:

Rainbow Dash's brand new spider-costume.

When Spike told her about the project and how fast Rainbow wanted it done, Twilight didn't hesitate to offer her own assistance as well, despite her already very busy schedule. While she may not have been a fashionista like Rarity, Twilight more than understood the basics. Rarity's instructions were also deceptively easy to follow, which suited the very organised mind of Twilight Sparkle just fine.

Though it was a difficult task, Twilight considered it a welcome challenge, and even went so far as to make a select few improvements on the design.

The first thing she added to the suit was a pair of web-shooters she had incorporated into its sleeves. Since Rainbow had some issues putting those things on correctly during their initial testing, Twilight decided that this little addition could save them both a lot of time and patience.

Also, while it had been proven that Dash _could_ climb on walls in her normal running shoes, the effect was somewhat lessened by the rubber soles in them. While it was barely noticeable, and wasn't exactly an immediate problem, it was still not something to take lightly considering the type of dangerous stunts Rainbow was planning on doing. Just one slip...one single slip at wrong place at the wrong time...and the results could be disastrous.

After some extra work, Twilight eventually discovered a material that not only did not cause this problem, but also was very comfortable to wear.

She had not, however, changed any of the aesthetics or the overall design from Rarity's original drawing. Rarity was the artist, not Twilight, and she had enough respect for her fashion-forward friend to not mess with her art. Still, as Rarity had not been informed about the true purpose of the outfit, the changes Twilight made were still needed.

And by working together, Spike and Twilight had managed to finish the suit much faster than they expected...which was probably a good thing considering how many times Rainbow had called to ask how soon it was going to be finished. Apparently, she needed the suit for some kind of wrestling tournament that was going to start in a few hours at some place downtown.

All Twilight had to do now was to bring it over to her.

A bit easier said than done though, given that she didn't own a car or have a driver's licence, not to mention the fact that Twilight had never even _been_ to that wrestling place before and had no information about its location aside from a vague address.

While she was standing there, just outside the main entrance to the CelestiaCorp building, she put a hand on her chin and began to plan her route.

 _'Maybe I can take a cab? No, too expensive, and cab drivers in this city are not to be trusted. I suppose I could use the subway, but that would require sitting in a cramped tube filled with dozens of creepy strangers and visually distracting ads everywhere. The bus is pretty much the same, only less extreme, and I have no idea what bus to take. The 200 travels right next to my destination, but couldn't the 198 get there faster? At least that one doesn't bypass Restaurant Row, but does it even stop at the wrestling area or will it stop at Star Square? Or maybe the-'_

Someone gently tapped her on the shoulder, which took Twilight's focus away from her inner thoughts and over to the person who was trying to get her attention.

She wasn't very surprised to see that it was Sunset Shimmer, now wearing her rebellious leather jacket instead of the lab coat she had on a few minutes ago, but she was wondering why she was waving a hand over her eyes repeatedly.

"What?" she asked blankly.

"You were using your 'I am thinking really hard' face, hehe." Sunset answered with a small chuckle.

Twilight blushed a little, "I was not."

"Of course you weren't." Sunset noted with a hint of sarcasm, "Something on your mind?"

"Um…well, I'm trying to determine the best possible way to reach the, uh, Gladmane Wrestling Emporium I think it was called. I'm supposed to meet Rainbow Dash there in an hour or so. Any ideas on how to get there in time?"

Sunset raised her left eyebrow, "I never really took you for someone who'd be into wrestling."

"I'm not really. It's more of a Rainbow Dash thing. She wanted to see the match, and...you know that time you told me to take an interest in the things my friends like?"

"Sure."

"Well, I decided to give it a go. I don't know, maybe it will be fun."

"You don't sound very sure about that."

Twilight cringed a little, "Yeah, it's just...I don't really see the appeal of watching a lot of overly-muscular, half-naked men throw each other all over the place. But Rainbow seems to enjoy that, so there must be some entertainment value in it, I guess."

Sunset flashed a sly grin, "You sure she's not just there to admire the view? I mean, all those, _big_ and _strong_ guys in those weird outfits, that's a lot of eye-candy for a girl in Dash's age."

"Well... I wouldn't think..." Twilight began a bit hesitantly, "I don't think she would really be interested in that."

"Oh really? How would you know?"

"They're...not exactly her type."

"Oh..." Sunset answered calmly, until she then realised just what Twilight meant by that, "Oooooh...right, now I get what you mean. But hey, there are female wrestlers too, and rather sexy ones at that, so I'm not ruling that possibility out just yet."

Twilight nervously played a little with her hair while casting her eyes down, "So...you're..okay with that?"

A bit confused, Sunset questioned, "Okay with what? Dash being gay?"

"Well...yes, that." Twilight replied while secretly dreading the answer to that question. _'Please say you're okay with it, please say you're okay with it, please say you're okay with it...'_

Her fears were put to rest though when Sunset answered, "'Course I am. This isn't the dark ages, you know? Besides, it'd be pretty hypocritical of me to have anything against someone betting for the other team."

Twilight's eyes lit up, _'She_ is _okay with it! then maybe that means there's also a chance she- hang on, did she just say what I think she said?'_

"Wait a minute...you're a lesbian?!" Twilight asked in disbelief, "But I thought you dated Flash before."

Sunset chuckled a little, "Hehe, you know there such a thing as being bisexual, right?"

"Oh...right, of course...I knew that." Twilight said while blushing a little, _'Wow, I feel stupid right now.'_ "How come you never mentioned this before now?"

"Maybe because you never asked?" Sunset suggested, "Hey, remember those two failed relationships I had? Well, only one of them was with a boy."

"Wow, I had no idea. I guess I'm not always the best at assuming things."

"It's not that big a deal, really. I didn't realise it myself until that one time I kissed Sunny Flare in a 'Truth or Dare' game...and later got so drunk at a party that I woke up in bed with both Vapour Trail _and_ Sky Stinger."

Twilight stared at Sunset with a baffled expression, her glasses slowly sliding down her nose as she did so.

"I was...a _different_ person back then." Sunset admitted with an embarrassed blush on her cheeks.

Twilight pushed her glasses back and slowly said, "...If you say so."

"Anyway, I actually started to date Flash around that time...though mostly just because he was popular at CHS. He was...okay, I guess. I mean, he was nice and all, but also, not gonna lie, kinda boring to date. I'm still surprised he was the one who broke up with me rather than the other way around. Guess I had it coming though."

"What do you mean?"

"I was...not exactly the nicest person at the time. You're lucky you never saw me at my worst, believe me."

That peaked Twilight's curiosity. _'She really doesn't like her past self, does she? I have heard from some other students at Canterlot High that she used to be quite the bully during her freshman years, and Sunset herself has never made any attempts to deny that...but I have never seen her act anything like a bully for all the time that I had known her. I wonder what could have happened that could have changed her so much. I suppose I could just ask her what it is, but that could be a sensitive subject, so I better hold it off for now.'_

"So..." Sunset continued, "...after Flash dumped me, I was single for about...a year I think before I met this showgirl called Trixie Lulamoon. She was...well...a bit full of herself...to put it mildly. A very good illusionist though. Had dreams of becoming a Bridle Way star if her plans panned out...which they never did. How I ended up dating her is...a long story, but I think she had a thing for 'bad girls'...or something."

"And I assume that relationship went...well?"

"Pretty much as 'well' as a train crash."

"Ouch, that sounds...bad."

"She got arrested...after one of her firework pieces crashed into a restaurant and set it on fire."

"Wait, what?! Really?"

"Luckily, nobody was hurt, but the owner of that restaurant was _not_ very happy about what happened. The second he figured out who was responsible for it, he got right up in Trixie's face and began to yell her ears out. What followed was a series of screams, insults, curses, an eventual fist fight, and then the timely intervention of the police. After the whole mess was over, Trixie ended up in jail...and our relationship kinda fell apart after that."

"I can see why."

That hit very close to home for Twilight actually, given what happened to Rarity after she got caught. _'Having people close to you ending up in prison is a toll for anyone, no matter how much you try to keep in touch. Come to think of it, didn't Rarity say she had a cellmate named Trixie? Nah, probably just a coincidence.'_

"...And that's my messed up love life in a nutshell." Sunset finished, "How about you?"

Twilight blinked, "Huh?"

"What's your story, Tiger, ever dated someone before?"

"Uh...well, not exactly." she confessed in a sullen tone, "I mean, who would ever be interested in asking someone like me out?"

Her friend gave her a healthy punch to the arm, "Hey, don't beat yourself up over that. You're smart, talented and completely adorable. Anyone with half-a-brain would easily be able to see that. And don't forget that you actually _were_ asked out by both Flash Sentry and Timber Spruce, but _you_ were the one who said no."

Sunset's compliment made Twilight become a little bit flustered. "It's good to know you think so highly of me, and I guess you have a point about that, it's just that...well...I'm more into...somebody else."

"And that somebody still hasn't noticed you, right?"

"No, not...really. At least, I don't think so."

With a snort, Sunset commented, "That's how it usually goes, Tiger. Even with how blatantly obvious your crush may be for other people, the one you're crushing on is usually the one who finds out last. It's kinda silly actually. I mean, is it really _that_ hard to realise that someone's crushing on you? If someone were crushing on me, I'm pretty sure I would have known about it right away."

Twilight smiled a bit nervously and stuttered, "He he, yeah...I guess you would notice something like that. You're usually very...um...perceptive."...while secretly thinking, _'Oh, Sunset Shimmer, If you only knew...'_

Feeling the need to change the subject, Sunset asked, "So anyway, this wrestling arena Rainbow wanted to meet you at, you said it was Gladmane's place?"

Twilight only now realised that she had gotten a bit sidetracked from the task at hand, and shook her head a little to regain her focus and remember the answer to Sunset's question. "It's...yes, yes it is. Do you know a good way to get there in time? I'm kinda late as it is, and all options I can think of...are...not...uh Sunset...why are you smiling like that?"

As soon as the idea had formed in Sunset Shimmer's mind, her mouth had taken the form of a very mischievous grin...one that made Twilight just a tiny bit uneasy. "Ooh, I do know of _something_ that could get us there in time. Come, I'll show you!"

A little suspicious about what her friend was implying, Twilight cautiously followed her over to CelestiaCorp's parking lot. _'I got a bad feeling about this...'_

"Sunset, correct me if I'm wrong, but didn't you say you didn't have a car?"

Without skipping a beat, she answered, "Yep, and I still don't."

"Then...what exactly are we looking for in here?"

Sunset stopped around a particular corner of parking lot and put her hands on her hips, still keeping her confident grin on her face. "I'm looking for... _that_."

Twilight's eyes widened in horror when she saw what Sunset was looking at. A cold sense of dread and an internal queasiness built up in her stomach. "This...this is a joke, right? I mean, you cannot seriously expect me to use... _that thing_ , do you?! I don't even have my driving sickness pills with me!"

"It's not a car at least." Sunset pointed out.

"No...no, it isn't...it's WAY WORSE THAN A CAR! Does it even take two passengers!?"

"Of course it does."

"And is that even legal?!"

"Relax, Twilight, you'll be fine."

"No, no, no, no, I will not be fine on that thing! Maybe I'll just take the bus. The bus is always good, right? I don't _have_ to use that thing if don't want to."

"Well...you _could_ take the bus, I guess, but in this traffic that would probably take all day, and Rainbow never struck me as being the patient sort. Trust me, if you want to get there in time, this is the only way."

"...but...it's...it's...a...a..."

"...an amazing vehicle that will get you where you need to go faster and with far more style than anything you have ever sat on before? Yes it is. Now, Tiger, let's take this beauty out for a ride, shall we?"

Twilight gulped.

* * *

It had been two weeks since the incident in the soccer field...two weeks since Rainbow Dash was punished for attacking Gilda in her anger...and two weeks since Dash and her mother had their argument.

Firefly had expected Rainbow to have cooled down and let the matter go by now, but so far...that hadn't happened. Dash may not have been shouting at Firefly anymore, but she wasn't exactly talking to her either.

Sure, she spoke to her from time to time, but she never really _talked_ to her. There's a difference.

If there was one thing Firefly knew more than anyone else, it was how her daughter handled herself. She was boisterous, lived in the moment, hated to sit still unless she was napping, put passion into whatever hobby she had an interest in, whether that involved rocking her guitar, taking pictures at near impossible angles, compete against her friend Applejack in anything and everything they could think of, or train her body and mind into one day becoming Wonderbolt material. She wasn't quiet or mopey...or at least, she _usually_ wasn't quiet and mopey.

Yet, as she took a peak at her daughter in the passenger seat of her car, all she could see was Rainbow being exactly that: quiet and mopey. She showed no signs of her endless energy and enthusiasm...or even impatient boredom for being stuck in one place for too long. She was just staring at the city outside through the window, trying her best to avoid any and all eye-contact with her mother.

However, this also meant that she didn't have the energy to lash out in anger at the moment...which was a good thing for Firefly. If there ever was a time to resolve the tension that was going on between them, it would probably be now.

When Rainbow mentioned that she was going to watch some kind of wrestling event downtown, Firefly immediately offered to drive her there herself, despite how much she could see her daughter didn't want her to. She was just lucky that Windy Blaze was too busy managing the gym he owned to offer his help instead. It would give Firefly an opportunity to have a proper conversation with her daughter again.

Now if only she had any idea how to start...

"So...uhm, Dashie?" the older woman began carefully, "What's this thing you wanted to see, a...wrestling tournament?"

Rainbow did not respond.

Firefly flashed a very fake smile, "Got to say, it does sound pretty interesting. I've heard a lot of good things about the guy who's funding it. What's his name, Gladmane?"

Rainbow slowly turned her head to look at her, though her expression was anything _but_ amused at Firefly's awkward attempts at conversation.

"You'd probably not believe it, but I was quite the wrestling fan myself when I was your age. When someone told me most of it was fake I-"

"What are you doing?" Dash asked suspiciously.

Her mother's phoney smile vanished in an instant, "I'm only trying to break the ice, kiddo. You haven't even looked me in the eye since we had that stupid argument, and its starting to get ridiculous now."

Rainbow Dash was looking her in the eyes now though, but she wasn't saying anything.

Firefly had to break that eye-contact momentarily when a car horn behind her reminded her that the traffic light ahead had turned green. After she had turned her eyes back on the road and continued driving, she said, "Look, when you told me about how you felt when I left you behind during that war, it got me thinking. I know I had my reasons for doing what I did, but you're right...I should have at least apologised properly to you. So...here it is: I'm...sorry, Rainbow Dash. I'm sorry for making you feel lonely for so long, and I'm sorry for going somewhere so dangerous when I had you waiting for me back home."

Rainbow Dash looked at Firefly's face for a moment, mainly to see if she was being sincere or not. _'I guess that was a pretty good apology, all things considered. Besides, I can't stay mad at mom forever. I mean, she_ _is_ _my mom after all.'_

Rainbow let out a deep sigh and then decided, "Okay, sure, just...can you promise me something first?"

"Anything, Dashie." Firefly answered with utmost sincerity.

"Can you promise me you won't leave me alone again? It's just...when you left, I had to go through the worst six months of my life, and the last thing I want right now is to go through that again."

A bit taken back, she asked, "Was it really that bad?"

"I was just a kid, you know, and for awhile there I seriously thought...you had...had...well...you know." Rainbow almost shuddered after saying that, "And after what happened to Applejack's parents, I...kinda thought the same thing had happened to you."

Rainbow Dash felt a comforting hand touch her arm soothingly in a very motherly fashion, "Alright then. I promise you, you're not getting rid of me anytime soon, kiddo."

"You are?" Dash asked hopefully.

"'Course I am. Wait, how did it go...uh, cross my heart, hope to fly, stick a...something, whatever, you know what I mean. That 'Pinkie Promise' thing you and your friends do all the time."

"That's 'cross my heart, hope to fly, stick a cupcake in my eye'." Rainbow clarified.

"Ah, yeah...though it doesn't really make any sense."

"Well, neither do Pinkie Pie."

"Touche."

"Then I guess it means you're sticking by that promise then?"

Firefly smiled, "Absolutely."

"So...we're good, you and me, now, right?"

Firefly nodded.

"Good, because gosh this conversation was starting to get sappy." Rainbow commented with her usual bravado.

They both shared a goodhearted laugh about that, cementing that while neither had completely gotten over their issues, they were at least on good terms...for now.

And for the next few minutes, the silence between them returned...but it wasn't quite as tense as it was before. In fact, Firefly might even go so far as to call it comfortable.

Despite all the bad things that had been going on with her lately, which happened to be mostly Gilda related, Rainbow did finally feel some sense of happiness after she made up with her mom. Now, all she needed to do was to fess up and tell Fluttershy how she felt about her and Dash's life would be just great from now on.

If only things were ever that easy...

* * *

While the car passed through the streets of Central Canterlot, Rainbow spent most of the ride just...looking at the city around her. She wasn't really that much of a city girl, but she did admire the view quite a bit.

 _'Damn, those buildings look so...climbable.'_ She thought as she looked at the sky scrapers she passed, _'There's got to be a ton of cool swinging locations around here, and I can't wait to try them out! All I need is that spider-suit when Spike and Twilight are done with it. I mean, I can't just go around jumping off rooftops in my normal clothes, because...well, they're not aerodynamic enough I guess. Also, it might be bad if someone I knew saw me doing stuff like that. Must keep superpowers secret and all! And I can't keep stealing, I mean,_ borrowing _mom's old Wonderbolt uniform. She'll kill me if she'd found out.'_

Another idea also crossed her mind, _'I bet I can take some cool pics up there too. With my sticky powers, I can get some pretty awesome angles if I wanted to. A city-wide shot of Canterlot from the Empire Canterlot Building? No sweat! Now, if only I had a camera that didn't take stupid blurry pictures all the time, that'd be amazing. I'm way overdue for an upgrade. I can't keep using that cheap piece of junk that can't get a focused shot unless I'm standing right next to the thing I want to photograph, I need one of those high res cameras that could take snapshots of a fighter jet flying at top speed, the ones that are used by real professional photographers...and the ones that I totally can't afford in a million years.'_

She then saw Gladmane's Wrestling Emporium come into view...

 _'Well, if this Gladmane person is as rich as he says he is, then that little money problem will be an easy fix. All I have to do is to make a bunch of wannabe wrestlers taste the Rainbow! And no, that's not becoming my new catchphrase.'_

When the car began to slow down to park next to the building, Rainbow took off her seat belt and opened the door. However, before she could leave, Firefly said, "Hey, Dashie?"

Rainbow looked at her, "Yeah?"

"I've been thinking about how much the whole getting kicked off the soccer team must suck for you, and...well, I thought maybe tomorrow after school we could play a game...you and me...just like old times."

Her daughter's cockiness returned with a vengeance after hearing that, "I dunno, don't you think you're a bit too old for that?"

"Oh but I have experience, kid." Firefly quipped back with a smile on her face, "I bet you won't even score a single goal against a seasoned veteran like me."

"What? Just because you can beat dad? He's even older than you."

"But he _did_ win several marathons in a row when he was only five years older than you. Why do you think I stuck around with him for so long?"

"Sure, sure, but I'm _literary_ a combination of you two, so I have the best of both of ya. Plus, I'm also still in my prime!"

"Oh You're going to regret saying that, kiddo." Firefly warned before holding her hand out for a fist bump, which her daughter immediately answered with her own fist.

"I doubt it. But I guess we'll find out tomorrow then."

"Damn right we will! Now, I'll pick you up here at five. Don't be late."

Rainbow Dash mockingly saluted, "Yes, ma'am!"

Firefly rolled her eyes.

Rainbow winked and then stepped out of the car, a cocky smile on her face again.

However, as soon as Firefly knew Rainbow couldn't see her face, her expression turned from 'happy'...to 'concerned'.

While she had done a good job of hiding any obvious distress, when Dash mentioned that she was 'literally a combination of her and Windy Blaze', it reminded her of a certain issue that spoke directly to her competence as a parent. A little secret that she had kept from her daughter for almost twelve years now...give or take.

She reached into her pocket and took out a small flash drive with the words 'For RD only' written on it.

 _'...Maybe it's time she knew the truth'_ Firefly considered.

* * *

If there was one thing that Sunset Shimmer knew for sure that she loved, then it would be her good old Ducati. For her, it was the single most awesome pile of scrap metal on the face of the earth, and she would be lost without it.

She considered the bike to be the best thing she had ever gotten from her dad. He was a mechanic, and the one who sparked Sunset's interest in tinkering and engineering. When she was growing up, he regularly gave her pieces of junk and taught her how to turn it into something useful. She eventually became a lot better at it than even he was, and proved that when she fixed a bike that hadn't been working properly since the eighties, and that she eventually began to call her own.

The moment she heard the engine roar for the first time, Sunset knew she had fallen in love, and nothing relaxed her as much as when she was driving her bike through the city.

Twilight on the other hand...did not really have the same reaction.

She was clinging on to Sunset's waist as if her life depended on it, and Shimmer could feel just how tense Twilight was being. If she wasn't panicking yet, then she was probably about to start any second now. With Twilight's tendency to get driving sickness, coupled with her irrational paranoia and Obsessive Compulsive Disorder, getting a lift on a motorcycle in the most hectic part of town was the complete opposite of what Twilight considered relaxing.

The irony of the situation was that Sunset was driving much slower and safer then she usually did. She may have been a a bit of an adrenaline junkie at times (though not to Rainbow's level), but she respected Twilight's boundaries as much as she could, and she didn't want her to have an early heart attack or anything.

Lucky for Twilight, the ride didn't last all that long, and soon enough, Sunset pulled up at the parking space outside Gladmane's Wrestling Emporium with both her and her terrified passenger in one piece.

As soon as the vehicle had properly stopped, Twilight immediately tried to climb out of it and nearly tripped over herself in the process. She then pulled the helmet Sunset loaned her off her head and started to hyperventilate while also trying her hardest to not throw up.

After she had turned off the engine and gotten off her bike, Sunset calmly walked up to Twilight and put a hand each of her shoulders. "Take it easy there, Tiger. Deep breaths, breathe in, breathe out, can you do that?"

Twilight tried the best she could at doing just that. _'Come on, Twilight, remember Cadence's breathing exercises. So, take it easy and stop panicking, stop panicking, STOP PANICKING! Just need to focus on something in particular and forget everything else, BUT WHAT?!'_

Her eyes then fell on the face of the woman who was calmly and patiently trying to help her overcome her anxiety. _'Wow, I never realised it before, but...her eyes are really pretty...and that flaming hair looks so beautiful...and those lips are just so inviting that...what the hell are you thinking, Twilight?! Get a hold of yourself!'_

She shook her inappropriate thoughts and her building panic attack away with a shake of her head and said, "I'm okay, I'm okay, I'm perfectly calm, perfectly...calm."

Sunset couldn't help it, Twilight's dorky bespectacled face was just begging her to rub her cheeks, "Aren't you just adorable!"

After Sunset had let go, Twilight righted her now crooked glasses and blushed while she played with a lock of her hair, _'She thinks I'm adorable! Maybe that means...'_ She shook her head again in a doomed attempt to get her brain thinking straight, _'There it is again...that feeling. I mean, I have had crushes on people in the past, but I have never felt like_ this _about anyone else before. What if...Sunset really is the one? I don't know. And even if I did, I really doubt the cool and confident Sunset Shimmer would ever be interested in a neurotic and socially-awkward nerd like me? Or...maybe she actually would? I heard some people found geekyness attractive, though I don't know if I've ever met someone who thinks that...aside from Flash and Timber maybe.'_

It went without saying that Twilight had little to no experience dealing with love or dating, and when this crush on her friend began, she had no idea how to tackle it.

The closest situation she had ever been in that came anywhere close to something romantic was either that one date she had with Timber Spruce that didn't lead to anything or that time she and her old study-buddy Moondancer decided to 'pretend' to be each others dates to Canterlot High's Fall Formal dance...since neither of them got asked out by anyone else.

Turned out, that dance only made things way more awkward than it needed to be. Rumours of them being a lesbian couple started to circulate all over the school after that, even though they really were only friends...and barely even that. Suffice to say, it was probably a bad idea in the first place. Moondancer in particular didn't appreciate those rumours one bit, especially given the fact that she was straight, and suggested that she and Twilight should stop hanging out for a short while until the rumours stopped. Twilight agreed after some convincing, but...she only now realised that she hadn't spoken to her old friend in over a year.

Still, the whole thing only proved to Twilight how inexperienced she was in the dating field. And while the rumours of her and Moondancer being a couple were false, the rumours that Twilight was a lesbian were...not as exaggerated as one might think.

Twilight honestly had no idea what her sexuality actually was, not that that fact really mattered to her in long run, but she knew that she definitively had a crush on someone.

Someone...who also happened to be another girl...

...and that girl...was none other than Sunset Shimmer.

While Twilight Sparkle had once denied the notion of 'love at first sight' as nothing more than a fairy tale concept that held no truth in reality, she honestly couldn't find any other way to explain how her crush on Sunset started. The redheaded girl just had a confidence, a drive, that lured her in like a siren. And at the same time, Sunset also showed signs of a more vulnerable and sensitive side underneath.

Not to mention, Sunset was drop-dead-gorgeous in Twilight's eyes. With the way her hair seemed to be made of flames that cascaded down her back, her perfectly proportioned figure that looked even more fantastic when she was wearing that roguish leather jacket, and finally that confident smile that sent Twilight's heart pumping just thinking about it.

Unlike her other friends, Sunset could keep up with her technobabbel as if it was second nature to her, and her intelligence was leagues above most people Twilight had ever met. While, admittedly, not as good at mathematics and equations as Twilight, Sunset Shimmer had always been an adventurer at heart and wasn't hesitant to get her hands dirty if it meant she could discover something new.

Also, she owned a freaking motorcycle! What's not to love?

Scratch being a lesbian, Twilight had just decided that she was Sunsetsexual! And if she could only ever muster up the confidence to just get her act together and tell her how she felt, she might as well have hit the jackpot...or face a rejection that would most likely spell the end of her self-confidence and leave her a depressed loner yet again.

Yes, she needed to analyse every conceivable scenario as to what would happen if she did that, including even the most pessimistic worst-case-scenarios. Not that she could help it; she was Twilight 'Queen of the Freak-outs' Sparkle after all.

"Uh, Twilight, you're spacing out again." She could hear Sunset's voice say, prompting her to get her attention back in the moment.

"Sorry! Got distracted thinking about...uh...some things."

"Uh-huh. So anyway, can you find your way to where you need to go from here?"

Twilight looked around a bit. "I guess so. This does look like the place Rainbow talked about...just got to find her first."

Sunset grabbed the helmet she had loaned to Twilight and got back on her bike, "Well, good luck with that. Now, I have a doctor's appointment in a few hours, and I can't be late for that."

"A doctor's appointment? What for?"

She paused for a second before she began to strap on her helmet and answer, "Oh...it's...just a...routine check up thing. Nothing to worry about. I have those all the time."

The way Sunset said that made Twilight a tiny bit suspicious, "You do? You never mentioned that."

"Well...you never asked."

Twilight narrowed her eyes at her flame-haired friend, "Is there anything else about you that I _haven't asked_ about?"

Sunset pondered that question for a second, then revealed, "...I also play guitar."

Before Twilight could respond to that, Sunset revved up the engine and said, "Anyway, see you later, Tiger!" before she began to steer her bike back to the city streets and drive away to where she needed to go.

Twilight, having been left in the dust, scratched the back of her neck while she thought about Sunset's strange excuse. _'Routine medical-check-ups? I remember her telling me that her family couldn't afford to take her to the hospital unless it was an emergency. She is definitively hiding something. I'm not clueless enough to not notice that. I just wonder what it could possibly be that she's hiding.'_

A familiar voice brought her attention back to earth. "About time you showed, Twilight!"

That raspy impatient voice that clearly belonged to Rainbow Dash immediately got Twilight's attention and made her turn around to see a certain rainbow-haired teenager push her way through the crowded city street in order to reach her.

Twilight checked her watch, "It's actually about...twenty minutes left until the time we agreed on."

"Yeah, yeah, but at least you're here now." Rainbow shrugged off.

She then sported an enormous smile and got a pleading look in her eyes, "Sooooo...did you bring it?"

"...Yes, I did." Twilight answered while taking off her backpack, "Though it's only the first version and Spike and I had to rush it, I think you will be pleased with the result."

Having no patience for her bookish friend to give it to her in orderly manner, Rainbow simply yanked the backpack from her hands and opened it to take a peek inside.

"Ah man, this looks awesome! Thanks, Twi." Her smile then faded a little, "I owe you, Spike and Rarity something for this, don't I?"

"I don't know about Rarity, but the supplies for that suit took a bit out of my wallet, so if you win any prize money, well...it could help me avoid going bankrupt any time soon."

"Uh...I was kinda hoping to spend it on a new camera actually." Rainbow confessed, "I've been saving up for one for a while now."

Thinking logically, Twilight suggested, "Well...maybe we could split the take. How much money do the winner get?"

"About...three-thousand dollars, I think."

"Wow, that's a lot." Twilight noted, a bit amazed, "A third of that would be enough for me, and then you can spend the rest on the camera."

Rainbow Dash spat in the palm of her hand and held it for a handshake, "Deal!"

Twilight cringed a little as she hesitantly reached out her own hand...then retracted it just before Dash's hand could touch it. "Yes...yes, it's a deal!"

Dash raised an eyebrow, then wiped the spit off her hand on her leg and haughtily said, "Then what are we wasting time here for? We have a tournament to win!"

 **Author's Note:**

This should have been out over a month ago, I know, but...well...things happen (not gonna elaborate on that). And as I have said before, I find these non-action chapters so boooooring to write! I know I have to set up the conflict and all, but I just want to get to the goddamn villains already! It left me a bit unmotivated to write this.

However, now that I have finished it, I will do everything in my power to get part 2 of this episode out as soon as is humanly possible. So please, hold your horses and be patient, I beg you.

* * *

So now we also have the beta-ship of this story revealed to be Sunlight...which is my all-time favourite ship in the fandom...even more so than Flutterdash (that's merely my favourite Rainbow Dash ship). Why? Because they're just so adorkable together!

While Flutterdash will get more focus in this story overall, Sunlight will play a big part as well. I can't help it, it's such a good ship.

CURSE YOU, TIMBER SPRUCE!

Anyway, as you may have noticed...I decided to try out having thought bubbles (or whatever you call them in literature) in this chapter, both to help me get through some parts where I felt they made things easier, but also because I realised that thought bubbles is something that felt very much like Spider-man. With the exception of the live-action movies have Spider-man always used internal thoughts to show to the audience what he's thinking, whether that be 'If Electro generates all that power, maybe getting him wet might make him short-circuit' or possibly 'Dammit, how am I supposed to take down the Rhino before my date with MJ?'

I kinda wish I had realised that when I started this story.

Speaking of which, I have been doing some thinking...and a lot more thinking, and I've realised that some ideas I originally had wasn't the best I could have come up with. Therefore have I made a couple of changes for the foreseeable future and even in some of the previous chapters.

First off, remember when I said that there would be no Sandman in this story? Well...I've changed my mind. When I reassessed the rogues gallery I had already planned, I realised that there was a 'My Little Pony' villain who I couldn't for the life of me figure out what Spider-man villain that character was going to play...until I realised that casting that villain as Sandman could actually work. So now there will be a Sandman in this story. Feel free to guess who it will be!

Another thing is that I've also found a role for the Scorpion, so I changed the part where Cheerilee mentioned that he gave up his villainous ways before the story even began. At the time I figured that Scorpan, Tirek's brother, would be the one playing him, because...the name's similar...I guess? Now, Scorpan is instead mentioned as to having been another villain instead of Scorpion, leaving me open to use the Scorpion as I see fit.

Oh, and for a number of reasons (including the recent controversial election in the US), Starlight Glimmer is no longer a senator...or any other kind of politician. The sign that Rainbow crashed into was now a picture of Senator Blueblood instead.

Now please don't think Blueblood is supposed to be a parody of Donald Trump or something, I want as little to do with that raving idiot as possible (and by raving idiot I mean Trump, not Blueblood).

Also, when I first mentioned that Starlight was a senator, I hadn't figured out what role she was actually going to play in this story, but now I have, and she's definitively not a senator any more. She now goes by the name of Dr Starlight Glimmer, and is a scientist working for CelestiaCorp instead.

Another big change is that Rainbow's dad is now called 'Windy Blaze' instead of 'Rainbow Blaze' and is no longer described as having rainbow-coloured hair. Why? Well, because of reasons that might be explained at a later date.

Speaking of changes...I'm actually working on a completely revised version of the very first chapter, given that I think it could use some more improvements. To be honest, that chapter was rushed as hell and written before my vision of what was going to happen in this story was completed.

* * *

 **Now there were a lot of people who commented without using an account, which made it impossible for me to reply to any of them. So here they are!**

* * *

 **Spidey15fan**

This is really great writting and i like the funny dialogue from some of these characters, especially from spike and rainbow which were really funny, but that's all i got to say for now, and oh btw it would be cool if Peter parker appeared in this fanfiction just for a small cameo like a really funny one when he sees Spider-dash swing by him and he be scream like Omg i wish i had her powers or something like that just a small funny cameo cuz for Carp and giggles i'm not saying you should add him or anything i mean just for the laughs, not a imported role or anything, even i though that would be so cool that he came through a portal and he is in a different universe, like similar with when Spider-man 616 when he came through a portal to 1616 Spider-man ultimata universe to meet Miles spider-man again im not saying you should do all these, im just giving u some suggesting if you are out of ideas or don't know how to continue the story don't hate me, but anyway good look for your story and stay awesome,

 **Yeah…it would probably not go down like that, but there will be a cameo of a certain someone very soon. And that's all I'm saying about that.**

 **Also, great to see that people consider my dialogue to be funny.**

* * *

 **Guest**

I just read the new minisode and it was really good and I can't wait for the next one. I understand that you can't the make the costume idea I gave it's ok it's just that we've seen alot of Spidermen who wore red and blue before and what I love I love about the costumes from Spiderman noir, 2099, Miles Morales, and Spiderman Gwen is how creative they were and how each costume fits their personality in my opinion

 **Guest**

I really can't wait for the next minisode this story is just so good. I love how it all fits so well.

P.S. I understand that you can't use the idea I had some I'm just going to imagine my costume idea in the story. No offense your idea is good too.

 **Both of these had to do with Rainbow's Spider-costume, so I'm gonna answer them together.**

 **Actually, I have redesigned the spider-costume (mainly because I realised that the colours didn't mesh well at all in my original drawing), and it will be revealed in the next chapter.**

* * *

 **James Birdsong**

Cool story

 **Thank you, I think so too.**

* * *

 **Guest**

You know this story kinda feels like a combination of the the two Spiderman franchises the ones with Tobey Maguire and Andrew Garfield

 **Well…yes, I guess it kinda is. However, I have also taken elements from the various cartoon series and what I know of the original comics.**

* * *

 **Guest**

You know I was just reading back and you said that how you would like to see that Peter Parker had something to do with it but your forgetting that he did because remember how he shot a web out of his hand at the lunch tray and he pulled the web back and he ducked and it hit flash so technically he did have something to do with it.

 **That was an accident because he hadn't learned how to use his powers properly, so I wouldn't say it counted.**

* * *

 **Guest**

Hey you know I was just reading chapter 9 and I'm pretty we all know who nightmare goblin given the fact you put the name nightmare goblin instead of green goblin. It's luna isn't or Dr. Mane( Whatever her name is). Any who I'm still waiting for the next one.

 **I guess we'll see how obvious it is…or maybe not? The important thing is that the characters in the story don't have a clue at this point.**

* * *

 **Guest**

Hey man still waiting on that final mini sode until the big stuff happens can't wait. Seriously I can't wait, the waiting is killing me. No pressure or anything.

 **Guest**

Just finished reading can't wait

 **Guest**

Hey man, I get it if your busy but I'm still waiting on that next chapter

 **Guest**

Hey buddy I know it's probably been like what 8, 10 months, but Jesus man this is really taking forever. Forgive my language.

 **Guest**

Sorry about that. I just hope you didn't stop making more of these chapters the story is really good.

 **Let me just answer all of these together, alright.**

 **First off, no offence, but I don't like being rushed, I don't work well under pressure, and in fact, people egging me on to write faster can sometimes make me work _slower_ than normal.**

 **Secondly: The last chapter I posted was in January, so it has been three months at most. I don't know where you got 8 to 10 months from. Don't get me wrong, three months is really late, and I'm ashamed of myself, but please don't exaggerate the issue.**


	16. 3) Power and Responsibility, Part 2

**Episode 3**  
 **Power and Responsibility, Part 2**  
 **In the Ring with the Minotaur**

Twilight Sparkle was a very focused and organised person. She preferred things when they were tidy, made rational sense to her, and didn't cause any unnecessary stress to her delicate mind.

The world famous Gladmane Wrestling Emporium...was the complete opposite of that.

Unfiltered and unbearably loud noises were booming into her ears from all directions at once, people of all shapes and sizes were pushing and shoving each other all over the place, all while the stench of sweat and the suffocating quenched air nearly made her faint.

So why on earth would she be here?

Well, mostly because her good friend Rainbow Dash needed someone to hold onto her stuff while she was changing into her new spider-suit in the girls' public restroom. A task that Twilight, with the benefit of hindsight, was not very happy that she had agreed to.

While she stood there, waiting for Dash to get properly dressed, Twilight was tapping her foot impatiently on the floor with her arms crossed while also trying her best to avoid getting bumped into by anyone...which was definitively easier said than done. She had already been shoved by someone in here eight times already; and yes, she had kept count.

Beginning to grow impatient, Twilight checked her watch. _'She's been in there now for seven minutes straight. It shouldn't take nearly that much time to put on the suit. What could possibly be taking her so long?'_

When she turned her attention away from the watch and back towards the door, she suddenly found herself only a hair's breath away from a pair of big white pupil-less eyes while the person those eyes belonged to blurted out the word "Boo!" in her face loud enough to nearly nearly make her glasses fly off.

Twilight's response came in the form of a very undignified "AAAARGHH!" while she nearly tripped over her own feet in the process. It took her a few seconds to calm her breathing down enough to comprehend what just happened, and that the strange white eyes were the ones she had made for the spider-suit that Rainbow Dash was currently wearing while laughing her ass off.

"Rainbow Dash! Will you stop doing that!?" Twilight fumed once she had recovered enough to speak, "One day you're going to give someone a heart attack!"

Dash stifled her laughter a little, "Hey, lighten up, Twilight! I only prank those who can take it, and you have simply _the_ funniest faces when you're spooked, heheheh..."

"And _what_ exactly qualifies someone as being able to 'take it'?" Twilight questioned with the appropriate air quotes.

"Simple: they're not Fluttershy, preschoolers or as old as Granny Smith."

"Oh, so _Fluttershy_ gets special treatment while you're going all out on me. That seems very fair," she noted with a dash of sarcasm.

"Hey, have you even _met_ her?" Rainbow asked in a slightly more serious tone, "Even the lamest and most harmless prank can turn her into a sobbing mess and lock herself in her room...then stay mad at you for over a week until you decide to get her trust back by helping her out at the animal shelter...and then offering her ice cream. Trust me, it's not worth it."

"That's...an oddly specific example."

"Not one of my proudest moments." Rainbow admitted with a sigh. Then she struck a pose and asked, "Anyhow, what'ya think!?"

"I think you should stop pranking people... _period_." Twilight answered bluntly.

Rainbow responded to that with an even blunter "Not gonna happen."

Twilight pinched the bridge of her nose and groaned. _'Rainbow Dash, you can be a complete jerk sometimes.'_

"Though I actually meant about the suit." Rainbow clarified. "I mean, just check me out! Do I make this thing look awesome or what?!"

Twilight adjusted her glasses a bit and took a good long look at Rainbow Dash in her new spider-suit.

 _'Hmmm...it looks a little different than it did in Rarity's blueprints, but it seems to fit Rainbow perfectly. The sky-blue primary colour is very appropriate given her love of flying, and the darker blue for the legs and back compliments it very well. The red spider emblem was a bit hard to make, but it works well in giving the whole thing some style...or something like that. I don't really know fashion. And finally those eyes, they're practically perfect. The red bolts at the edges gives her a sharp look, and the white fabric makes her be able to see the world clearly and without any obstructions while also hiding her true identity from curious onlookers._

 _I got to say, Rarity definitively knows what she's doing. I could never have come up with something like this myself.'_

"It...actually looks pretty good...at least that I can see." Twilight commented out loud, "How does it feel though? It's a bit hard to determine how comfortable something is to wear without actually trying it on first."

Rainbow flexed her limbs around and stretched a little to get a feel of it, "Well...it's definitively easy to move in...and the fabric feels...uh, fine, I guess. I got to say though, I'm glad I'm not a guy because this thing goes up in the crotch a bit if you move your leg up too much. And...why couldn't you just try it on yourself?"

"I would, but we don't really have the same measurements."

"'Cause you're a lot scrawnier than me? That's understandable, not everyone could have muscles like _these!_ " Dash boasted while showing off her biceps.

Twilight rolled her eyes, "No, the fabric's elastic enough to compensate for any changes in musculature. What I meant was that I'm actually a bit taller than you."

Even with her mask on, Rainbow managed to give her friend a salty glare after hearing her say that.

"You're saying I'm short?" She asked slowly and deliberately, almost daring Twilight to be foolish enough to confirm it.

Hearing Dash's tone made Twilight a bit apprehensive, knowing that she was now dealing with a slightly sore topic. "Um...well, technically-"

Rainbow cut her off and declared, "I'm not short! I'm...just...uh...aerodynamic! Yes, that's it! Aerodynamic! So don't you dare say anything else!"

"I didn't mean to upset you. I was just stating a fact."

"Well, you're wrong! Because I'm totally not short. No way, no how!" She stubbornly declared...seemingly though...in denial.

In an attempt to placate her, Twilight assured, "It's nothing really to be ashamed of."

"It isn't?"

"No, I wouldn't think so."

"You sure?"

"Well...at least there's less of a risk of bumping your head into something...and it might make it easier to fit into tight spaces. Not that you're _that_ short, I was just saying that there are a lot of advantages that you might not be considering and that there is no reason to be hostile whenever someone brings it up unless they're deliberately teasing you or have something against people who...I'll just shut up now."

"Probably a good idea." Rainbow agreed, "I suppose you made a pretty good point though, or a few good points...or pointers. Whatever! You know what I mean."

For a moment, the two of them just stood there silently, not really knowing how to follow up their conversation.

Eventually, Twilight took another look at her watch and got reminded of the schedule at hand, "Oh! I should probably remind you that the sign up booth for the contest closes in about ten minutes, so you might wanna hurry if you want to be in it!"

Dash's eyes widened under her mask, "Ten minutes?! Why didn't you say anything earlier?!"

"I thought we had plenty of time a moment ago. I suppose you changing into that outfit took longer than I anticipated."

"Hehe, I was just giving it a good look in the mirror." Rainbow admitted with a small blush that her mask didn't reveal. "Anyway, gotta dash, while _you_ need to find a good seat to watch me kick some serious butt from the sidelines! Put in a good cheer for me, would ya?!"

Twilight was about to respond to that, asking whether it would be okay if she could go home or do something else than ending up watching a wrestling match in a crowd full of strangers, but Rainbow Dash had ran off before she had time to open her mouth.

Twilight let out another groan. _'Darn it, I was hoping it wouldn't come to this. Now I have no choice but to see the whole thing anyway. Not that it would be awful, because it could actually not be that bad, but sitting completely alone in a crowd of hooligans probably will.'_

Out loud, she muttered, "If only there was _someone_ in this place I knew..."

Then, a very familiar and very unexpected cheerful voice shouted, "INCOMING!"

"Wuh-what?"

The confused Twilight Sparkle barely had any time to react before a certain peppy party-planning-person with pink poofy hair came out of nowhere and hugged her so tight that she was lifted a bit off the ground in the process.

While Twilight was struggling to breathe properly in the newcomer's iron-tight grip, said newcomer started to ramble a bit faster than she could keep up.

"Hey-ya Twilight! I was just on my way to deliver a couple of my newly baked chocolate muffins to your apartment when I saw guess who zipping past the street on her motorcycle! Spoiler alert, it was _Sunset Shimmer_...and she was really surprised that I recognised her in her biker outfit, even though I never forget what my friends look like, even brand new ones, but then she said you and Dashie were gonna see a wrestling game without inviting me, and I was like 'WHAAAAAAAT?', and then she was all 'Yeah, sure.', and I was like 'This I gotta see!', and that's why I'm here! Oh, and Sunset says 'hi'."

After she had been released from her friend's bone-crushing bear hug, Twilight adjusted her, now crooked, glasses back to their correct position and asked, "Pinkie Pie? Why are you-"

"I just told you that, silly! Where's Dashie? I haven't seen her anywhere, and believe me, I have looked EVERYWHERE! And also, who was that masked girl you were just talking to? She looked really funny. I wish I had a costume like that. Hey, do you think I can ask Rarity to make one for me? Well, do you, do you, do you?!"

Twilight blinked, just staring at the humongous smile on Pinkie's face...while also trying to process what it was she had just said.

"Umm...I don't know. And that's my answer to...all three questions, actually."

"Huh?" Pinkie voiced while noticeable calming down. "So you don't know where Rainbow Dash is, who that masked girl was or if Rarity can make a costume like the one she wore for me?"

"Basically...yes."

"What a bummer..." Pinkie noted sadly...then did a complete 180 and sported another huge grin, "Well _I_ am certainly not gonna allow any friend of mine to watch the show all alone! No sirree! Come on!"

Before she knew it, Pinkie grabbed Twilight's wrist and ran off with her over to the ticket booth.

Pinkie was going to have some words with Rainbow Dash about not showing up... _later_...but for now, Twilight's happiness was her top priority, and she took her unofficial job as the cheering up-girl very seriously. Besides, Pinkie Pie hadn't been to a wrestling match in awhile, and if it was going to be so good that even _Twilight Sparkle_ of all people went to see it, then she just had to see it as well.

* * *

Meanwhile, in a cramped, slightly dark and very sweaty corridor leading up to the main wrestling arena, Rainbow Dash was standing in line with over a dozen strangely dressed and very muscular men about twice her size or even bigger. She just so happened to be strangely dressed herself, but she still stuck out like a sore thumb in this hallway of testosterone...as Dash was temped to call it.

In truth, she wasn't the _only_ female around here, but the other two women she spotted were still much bigger and older than her. While Rainbow Dash certainly was a well-trained and athletic person, those other women had the musculature of bodybuilders and also stood a few heads taller than her. Though to be fair, that wasn't actually _too_ much of an achievement.

While Rainbow's boisterous and larger than life personality might fool you otherwise, she was actually very much on the short side. Last time she checked, she only measured to be 1, 58 metres tall...which was actually a full head shorter than Fluttershy. In fact, about the only one in her circle of friends who _wasn't_ taller than her was Pinkie Pie, but she was a bit bigger in... _other_ areas. Heck, even Twilight were a few inches taller than her!

However, while she may have been a teensy bit self-conscious about that fact, she never let it slow her down. For what she lacked in size, she made up for in speed, agility and determination. Granted, her slightly shorter legs might not have the same reach as someone like...say...Lightning Dust, but that only gave her an extra incentive to train hard and give it her all.

Also, while she didn't have the muscle mass to overpower someone like Applejack, Big Mac or any of wrestlers she was standing in line with, Rainbow could move a lot faster than any of them. Being built like a bodybuilder might make a person _look_ tough, but a body like that was hardly practical, and more often than not just weighted you down and made you slow and bulky. Having a body more like an athlete would definitively give Dash the speed advantage she needed to win.

One might then assume that she was a fragile speedster, who could easily get damaged if her opponent ever managed to score a hit. And usually, one might be correct in that assessment. However...let's not forget that Rainbow Dash had very recently become far stronger than any normal human being usually _could_ as a result of a certain bug-bite.

Just the other day for instance, Rainbow made a small test to see how strong she had actually gotten since the spider bit her, and even she herself was surprised when she managed to lift an entire car with just her bare hands. Sure, it took a lot out of her and she couldn't hold on to it for long, but damn if it wasn't impressive. Also, she may have set off the car alarm and had to run from a nearby police officer...who luckily enough didn't catch a good glimpse of her appearance.

Strangely enough though, Rainbow Dash's physique and built had not actually changed at all after she had gotten her powers. So the answer to where her immense strength physically came from was still anyone's guess.

Still, since she _looked_ a lot weaker than she actually was, she could definitively use that to her advantage. Her opponent would no doubt underestimate her as soon as they saw her, and that would most likely be their downfall as well as her trump card.

Now, all she needed to do was to convince the old man with the moustache and sunglasses sitting at the booth at the end of the line to let her participate in the tournament in the first place.

This turned out to be a bit of a hassle though, for as soon as it was Rainbow's turn to sign up for the competition, the old man raised a sceptical eyebrow and looked at her inquisitively. While her masked appearance made it difficult for him to see how old she was, the fact that she was half the size in both height and body mass to all the others he had let in, made him a bit suspicious.

"Uhm...how old are you exactly?" He asked cautiously.

Thinking fast, Rainbow answered, "Twenty-one! That's...totally old enough for this thing, right?"

"Riiiiight..." While he remained sceptical, he didn't really have a way to actually prove her age and therefore had no choice but to let the matter slide. "So...what's your name then?"

Rainbow had spent the last week trying to come up with a good name to use in the tournament, and after all that thinking and deliberation, she had eventually settled on one that she was very proud of.

She put her hands on her hips and announced, "I...am the Awesome Spider-Dash!"

However, the old man's reaction to that name was not exactly what she expected.

"Spider...Dash? _That's_ what you're going with? Oh come on!"

"What's wrong with that?!" Rainbow questioned, feeling a bit insulted.

"That last guy who signed up was called Excelsior, surely you can come up with a better name than Spider-Dash! How about something like...the Amazing Spider-Woman?"

"The Amazing Spider-Woman?! That makes me sound like some kind of sixties comic book superhero! No way I'm calling myself that!"

"Weeeeell...if you put it that way, why don't you call yourself something like...the Spectacular Spider-Girl?!"

"Hummm..." Dash considered it for a second, _'I guess that kinda works. Let's test it! Spider-Girl...Spider-Girl...does whatever a Spider-Girl does... Yeah, rolls off the tongue way better than Spider-Woman at least. Still like Spider-Dash more though, but...eh, whatever, just roll with it.'_

She then shrugged and decided, "Sure, that works. Though I'm still keeping the 'Awesome' part in it."

"You sure about that? You know, I think 'Amazing' or 'Spectacular' works a lot better. Or I know, why not the 'Sensational' Spider-Girl?!"

Rainbow gave him a glare though her giant unblinking white eyes.

"...Just sayin'."

Her glare persisted.

"Alright, alright, the _Awesome_ Spider-Girl it is." he conceded while writing the name down on the participant list, "Now, you'd better go to the next room and wait for someone to summon you. And also...good luck out there, true believer!"

"Gee thanks!"

"Alright, 'nuff said. NEXT!"

* * *

About an hour or so later, and a bit deeper inside the building, an audience full of wrestling fans, thrill seekers, people aspiring to becoming wrestlers themselves and...well...Twilight Sparkle, were all sitting in attendance, patiently (or _im_ patiently depending on who you asked) waiting for the spectacle that they had paid to see to finally begin.

The gates had opened 40 minutes ago in order to give everyone plenty of time to take their seats and get comfortable in them while waiting. Though for some, that was a bit _too_ much time.

Twilight herself was honestly just waiting for the whole thing to be over and done with so she could go home. Wrestling was really not her thing, and she felt extremely out of place among all the hardcore wrestling fans she was sitting with. Still, it could have been a lot worse: at least she got Pinkie Pie around to keep her company...even if she never stops talking.

"...and _that_ was how I managed to eat two bags full of sugar-dipped doughnuts in precisely thirty-one seconds! I even timed it! Hey, maybe I can start a doughnut-eating contest now that people are getting bored with my cupcake-eating contests! Does that seem like a good idea? I mean, doughnuts are getting more popular these days, and while they aren't nearly as delectably delicious as the Cakes' homemade cupcakes, they're very goooooood...or at least Donut Joe's is. That place in Appeloosa had only _boring_ doughnuts, and who wants that?! Clearly, Joe's the way it goes!"

"Not to sound rude or anything, Pinkie, but maybe you should consider slowing down on your daily sugar-consumption." Twilight suggested as soon as she got the word in.

Pinkie Pie looked at Twilight with a confused expression on her face and asked "What'you mean by that?" while she had her mouth full of marshmallows, a Pepsi bottle in one hand, and a cotton candy cone in the other.

"Well...you do eat an awful lot of candy and pastries every day, and that's not exactly a healthy diet."

"Oh Twilight, you worry waaaaaay too much..." Pinkie assured while patting Twilight on the head, "...I brush my teeth every morning and every night forever and haven't missed a single time in over six years, eleven months, and four days! Mom and dad are very strict about that."

"That's...good, but don't you risk diabetes or well...you know...gain weight?"

"Jeez, now you're sounding like Limestone." Pinkie snorted with a small huff, "She always tries to deny me my cupcake privileges just because I'm a pudgy pie. I mean, RUDE!"

"Sorry! I was just trying to help!" Twilight blurted out. _'What's with me and offending people today?'_

Pinkie Pie however, wasn't actually offended in the least and quickly put a friendly arm over Twilight's shoulders, "Don't you get all panicy on me, Twility-Twilight, I know you didn't mean it like that." Then she looked down at her belly, "Though you may you have a point; maybe I should slow down a little bit..."

"Have you ever actually tried?"

"Oh, a few times. The longest record I've ever had in not eating anything sugar was five days and eleven hours...THEN I COULDN'T TAKE IT ANYMORE!"

"Was it really all that bad?"

"WORSE! It was completely impossible! Can you even imagine what's it like to go through five whole long days with _no candy whatsoever?!_ "

"...Yes actually." Twilight answered honestly. "That's pretty much most weeks for me. I only eat candy when its a special occasion or someone offers it."

Pinkie released a dramatic gasp and then stared her straight in the eye, "Then you have to tell me your secret!"

"What secret!?"

"The secret to resisting...", pause for dramatic effect, "...the temptations of sugar!"

Seeing a hint of desperation in Pinkie's currently unblinking stare, Twilight tried to come up with an answer to that question...but she didn't get a chance to voice it when a mighty fanfare began to blare into the arena and the crowd started to cheer loudly.

 _'I guess I'll have to save that question for later...'_ Twilight decided while turning her attention to wherever that fanfare was coming from.

In her defence, Pinkie seemed to have already completely forgotten about that question herself and now seemed far more interested in what currently was going on.

Several spotlights lit up and began to dance around the hall while the background music got progressively louder and more prominent. Eventually, a voice carrying a very affable and very American accent could be heard coming through a speaker.

"Why hello there, Ladies and Gentlemen, thank you all for comin', thank you very much! Now, some of you may know who I am, uh-huh-huh! But if it so happens that you don't, however unlikely that may be, uh-huh, then I will do y'all the honour of introducing myself right here and now."

Then, a drum roll started to beat.

"I am the man with the shining smile, the owner and founding father of not only this little arena we're in, but also the grand hotels baring my illustrious name, the fifth wealthiest man in the state and also a proud contributor to helpin' poor children in need. But y'all may know me as the man of the hour...Gladmane!"

Then, the drum roll ended with a spotlight revealing a man standing in the middle of the ring with shining silver hair made in a style that haven't been seen since the seventies, a ridiculously expensive blue suit adorned with all kinds of glitz and glam, and a smile that simply oozed of charm.

This man was either a middle-aged and slightly overweight Elvis Presley who had somehow come back from the grave...or far more likely the aforementioned Mr Gladmane himself.

The moment he showed his face, the crowd went nuts, with many starting to chant his name over and over at such a loud volume that Twilight could barely hear herself think. It certainly didn't help that one of the loudest people around was also sitting right next to her.

To quiet down his adoring fans, Gladmane tapped a microphone that had been hanging down from the ceiling, and announced, "Now, while I most certainly appreciate all of your endless enthusiasm, fellas, uh-huh-huh, why don't we get right down to business, you hear?"

"Wow, this guy has an ego alright." Twilight observed from where she was sitting.

Pinkie shrugged, "He sure does, but he's also the owner of one of my favourite amusement parks, so WHOHOO FOR GLADMANE!"

Twilight rolled her eyes...but also smiled a little at her friend's enthusiasm.

"So then..." Gladmane began, "...you folks came to some action, didn't ya?"

The entire audience except for Twilight, which included Pinkie Pie, collectively answered with a big "YES!"

"Then I will not disappoint you, huh-huh!" he assured with his Elvis-like noise added at the end. "So let's begin with today's show: the mighty and grandiose 'Clash of the Titan' event! A contest that pits non-professionals, as I'd hate to call them amateurs, hehe...against our very own Titan of the Ring himself! Whoever, if anyone at all for that matter, bests the Titan in a battle with both feet on the ground and in the confines of the ring itself by the end of it, then that lucky winner will be crowned 'the CHAMPION' and receive a generous prize of five-thousand dollars, curtsy of yours truly! Uh-huh-huh!"

The excitement of the spectators was so high that it could practically be felt in the air itself. Now, Twilight may not have been a fan of wrestling, but even _she_ was starting to look forward to seeing this 'Clash of the Titan' event...though probably not for the same reason as everyone else was.

 _'I guess this is where Rainbow Dash comes in.'_

"Huh-huh! Now, folks, the question of the hour must surely be who is gonna be today's Titan, am I right?" When he heard cheers of agreement, Gladmane revealed, "Well then. The first thing I would like to confirm is that the rumours are most certainly true as life...because for this day, and this day only, we have been given the privilege to have the undefeatable...the unflappable...the unstoppable...and the indomitable wrestling legend...Iron Will the Minotaur!"

As soon as his name had been uttered, a new spotlight lit up while an instrumental rendition of 'Eye of the Tiger' began to play in the background. This spotlight however, lit up at one of the two entrances to the arena where the legendary Iron Will himself stepped forth.

Twilight's eyes widened in dread upon the sight of the beast of a man that stood before her. _'I thought Rainbow's opponent would be big, but I didn't expect him to be_ this _big.'_

To say the wrestler was just big would be a massive understatement. This guy was huge!

Standing nearly two metres tall, and with enough muscles to take a bull by the horns with his bare hands, one could immediately determine that this man would not be easy to take down in a fight. He also wore nothing on his waist up aside from a black tie and a nose ring, so his immense musculature and manly physique was very easy to make out. He also had a Mohawk on his head with a small goatee on his chin to accompany it, and wore a golden-coloured wrestling champion's belt with a bull's skull on it over his black shorts.

Twilight gulped. _'I really hope Rainbow knows what she's doing. Otherwise, this could be...painful.'_

When he realised that he was in the spotlight, Iron Will began to make all sorts of poses to show off his muscles to his loyal fans...even going so far as to give both of his biceps a kiss each before sporting a massive haughty grin.

A chorus of "IRON WILL! IRON WILL! IRON WILL! IRON WILL!" could be heard chanted from every corner of the arena, and many spectators began to wave around signs with his name on them...including one that read IRON WILL OWN YOU.

Satisfied with the audience's reaction, the wrestler picked up a microphone from...somewhere, and bellowed, "Iron Will's my name, crushing weaklings is my game!" in a very deep, yet very energetic voice. "Now, friends, I want to hear you roar if you want to see some power!"

They roared.

"Roar if you want to see some strength!"

They roared even louder.

"Roar if you want to see me defeated by an amateur!"

Most of them began to roar this time too...but then stopped themselves when they realised what he just said. A few murmurs of confusion spread across the audience until they were replaced by laughter.

"Hahaha! Wow, he really got me with that one! Heheheheh!" Pinkie laughed in good measure.

But Iron Will managed to silence them all in an instant with a single sharp glare, then explained, "That's no joke, friends, as Iron Will is so confident in his status as champion of the ring that Iron Will has agreed to fight any and all beginners who think they have a chance of victory. That's right: ALL OF THEM! No breaks! No water! No nothing! Iron Will will keep on fighting until he is bested by someone who has the strength, speed and power to stand against the Minotaur in the Arena! But I pity the fool who doubts Iron Will's tenacity!"

He suddenly pointed directly at Twilight Sparkle and asked, "YOU! Girl in the glasses! You don't doubt me, do you?!"

Her heart almost stopped when she got singled out by the wrestler, and her face went beat red when the eyes of all the other people in the audience focused on her. Faced with the sudden unexpected attention, the slightly socially awkward girl could only stutter in response.

"Well, I guess I don't. I mean, maybe-"

"Maybies are for babies! Do you doubt me or not?!" Iron Will demanded in a harsh voice.

A bit intimidated, Twilight squeaked, "Uh...noooo..."

"That's what I want to hear." He noted in a calmer tone before he took his focus away from Twilight and openly asked, "But what I want to know is: WHO IS READY TO FACE IRON WILL IN THE RING!?"

"Ha-ha-ha, well, Iron Will, now isn't that somethin' we _all_ wanna know?" Gladmane replied in an amused tone. "Turns out there's a whole line of people just outside, all waitin' for their chance to prove themselves, uh-huh-huh. But...will any, _ANY_ , of them be a match for the Minotaur himself?! Well, let's take a look then, shall we? Uh-huh-huh!"

"...Sooooo exciiiiiiitiiiing..!" Pinkie Pie sing-songed in anticipation...while Twilight was busy trying to make herself as small as possible to avoid being singled out by anyone again. A situation not helped by the fact that Pinkie had gotten them front row seats for this match.

She may not be Fluttershy, or have the same crippling social anxiety issues, but Twilight was still not particularly comfortable doing anything in the spotlight if she hadn't carefully planned out every single detail from start to finish. Unlike Pinkie, spontaneous fourth wall breaks were not really her thing. (yes, fourth wall breaks can work that way as well, look it up)

"Ladies and gentlemen, be prepared for our first contestant!" Gladmane announced, "For he is no ordinary warrior, oh no. See, when you start somethin', some might suggest doin' baby-steps. You know, begin little, piece by piece? Well I certainly don't agree! I say we start big! And there's none bigger than our first champion of the day! Uh-huh-huh!"

To set up the mood for this mysterious challenger, an instrumental rendition of 'The Final Countdown' began to play.

"He trains harder than any man or beast has ever done before, he lifts cars and drags trains for breakfast, he has enough muscle on his body to make even the Incredible Hulk himself turn green with envy...hehe, I'm funny...and his roar is loud enough to scare a dinosaur right out of its grave, for he is...SNOWFLAKE!"

At the mention of the name he had chosen, the contestant stepped out from one of the entrances and into the spotlight, making nearly everyone gasp at the sight of his very...unique appearance.

While every wrestling fan in the world was used to seeing muscular guys, Snowflake, as he apparently called himself, took muscles to a whole new level. Not only were his arms practically enormous, but his chest, which was only barely covered by a sleeveless shirt, was built almost like a gorilla...on steroids, and his neck muscles looked strong enough to withstand a battering ram to the face, while his hands were...very small, strangely enough.

However, Twilight actually did recognise this guy. "Wait, isn't that that one really big guy working at the Ponyville Spa?"

"You mean Bulk Biceps?" Pinkie asked while trying to get a closer look at him, "Well, now that you mention it...Yeah, it's totally him! Wow, I had no idea he was so into wrestling."

"It's not _that_ hard to imagine if you ask me. I'm more surprised that he decided to go with that name. 'Snowflake' is really not the first thing that comes to mind when I think of him."

"Hey, at least it's better than 'Snowflame'. Trust me, that guy's a real party-pooper."

Twilight gave Pinkie a look, "Uh...who?"

Pinkie shrugged, "It's a long story."

After seeing who he was up against, Iron Will stepped into the ring with a determined look on his face. He looked Bulk Biceps, or as he was called in this match, Snowflake, right in the eyes and asked him, "YOU! Are you ready to get into the ring with the great Iron Will, battle _ME_ in a battle of strength, endurance and tenacity?! Either lose when I blow my fuse, or try to prove that your pathetic hide is somehow worthy of the title of champion?! ARE YOU?!"

Snowflake's response came in the form of a loud and righteous _**"YEAH!"**_ , that he screamed at the top of his lungs, proving to everyone that he had the bravado to challenge the Titan of the Ring.

"Then stop stalling and let's start brawling!" Iron Will commanded impatiently.

Snowflake took Iron Will up on that invitation, and fearlessly stepped into the ring to face his opponent head on. The crowd eagerly cheering him on as he did so.

When he finally stood face to face with the Titan of the Ring, Snowflake shouted, "LET'S DO THIS!" while he clenched his fists intimidatingly.

Snowflake had trained his physical prowess nearly every day of his life since he was a little boy, he could bench press more than anyone else at his gym, and his immense physical size spoke for itself. Surely, he, if any, would be a worthy opponent to the mighty Minotaur himself...

...or so he would have you believe.

In truth, the fight didn't even last a whole minute.

While Snowflake may have been a very impressive body-builder, and certainly _looked_ like a complete power-house...he unfortunately didn't have any actual fighting experience of any kind...or any idea of what he was getting himself into for that matter.

As a result, the second after their match started, Iron Will simply grabbed Snowflake and literally threw him out of the ring before he could muster up any type of defence whatsoever. And while his immense bulk softened the impact of hitting the floor straight on his tailbone a little bit, it was still apparently painful enough to make Snowflake whimper in pain and run away like a coward instead of trying to maintain any semblance of dignity.

To be fair, that fight _could_ have gone down in history...but probably only as the most anticlimactic fight in wrestling history.

Twilight cringed a little at the sight, _'That's...not a good sign. If someone as strong as Bulk Biceps didn't stand a chance against him, what hope does Rainbow have? I'm starting to think this whole thing maybe wasn't a good idea...'_

"Well, he didn't last as long as I thought." Pinkie commented out loud, then shrugged and took a bite out of a candy bar, "Well onto the next one then!"

"Yeah...the next one..." Twilight muttered with a bit of dread. _'The way I see it, the only way someone like Rainbow Dash, unless I've severely underestimated her new abilities, would be able to defeat Iron Will in this contest is if he starts getting tired after fighting off so many opponents after another. He did say he wasn't going to take any breaks after all. This means that Rainbow will have to be one of the last people they send in to fight him if we're going to have any chance of gaining any price money at the end of this...and also avoid the possibility of her ending up with any lasting injuries.'_

Meanwhile, Iron Will crossed his arms and let out a sigh...then he looked at Gladmane and asked, "Is that it?"

Gladmane chuckled a little, "He-he-he, well that was just the _first_ of what we got to offer! Though I believe that there is a lesson to be learned in all of this, uh-huh-huh! And that lesson is that looks can be very deceivin', you hear? Well, let's hope that holds true for our next contestant! See, up next we have someone very different than what we usually see around here, uh-huh-huh. Not only are we dealin' with a member of the fairer sex this time, but I have doubts that this lady is even human!"

Twilight bit her lip, _'Please tell this isn't going where I think it's going...'_

Now, a more orchestrated rendition of what sounded like the 60's Spider-Man theme started to play over the speakers. How that song even exists in this universe is anyone's guess though.

"That's right, folks, now we are welcomin' the terrifyin', the deadly, and the venomous wall-crawlin' arachnid who can do everythin' a spider can do...the Awesome Spider-Girl!"

As soon as her new nickname had been uttered, Rainbow Dash, dressed in her equally new Spider-suit, leaped out of the gate, bounced off the floor and landed on top of the ropes around the wrestling ring.

There _was_ a spotlight meant to illuminate her for the audience, but she had moved way too fast for it to keep track of her. Well, at least until she decided to sit still for a moment.

Once perched on the rope steadily enough, she cheerfully greeted her new opponent with a casual, "Hey there!"

"Oh no." Twilight quietly muttered from where she was sitting. _'...and it_ is _going where I thought it was going. Well...scratch that idea.'_

"Hey, wasn't that the masked girl you were talking to before?!" Pinkie asked her once she had gotten a proper look at the Spider-Girl.

"I guess she is." Twilight replied with a sigh.

Iron Will, once he saw who he was up against, merely crossed his arms and scoffed, "Seriously? This is what the great Iron Will has to face? First cowards, now little girls!? I demanded an actual challenge!"

"You want a challenge, ox boy?!" Spider-Girl teased, then jumped above his head and landed behind him, "I'll give you far more than that!"

Iron Will let out a smile, "Well, at least you seem to have _some_ spirit..." then he turned around to face her and finished that sentence with, "...BUT THAT ONLY MATTERS IF YOU HAVE THE SKILLS TO PROVE IT!"

"Touche," Spider-Girl answered, then took on a battle stance and uttered "Bring it on!" in an attempt to look badass...though internally...her thoughts were more along the lines of...well... _'Oh my gosh, oh my gosh, oh my gosh, I'm going to fight Iron Will the Minotaur! I. Am. Going. To. Fight. Iron Will the Minotaur! One of my favourite wrestlers of all time, and I am going to fight him! This is gonna be so AWESOME!'_

Iron Will took on a stance himself, though his was a lot more intimidating given his much bigger size...and also because he _wasn't_ the one wearing what looked like a skin-tight blue onesie.

Just from looking at them standing next to each other, the size difference between the two was very obvious. Spider-Girl barely reached up to her opponent's chest, and Iron Will had to actually look down to see her properly. Also, judging by his massive frame, big arms and noticeable abs, compared to her thin and light speedster build, the Spider-Girl didn't _seem_ to stand a chance in a physical confrontation...at least at first glance.

However...things rarely are as they seem; and this time, it was _Iron Will_ who had no idea what he was up against.

With a sharp sound of a bell, the match was on, and Iron Will didn't waste a single second before he charged at her like a raging bull, hoping for a quick and effortless victory.

That victory however, proved a bit trickier to achieve...when Spider-Girl's spider-sense kicked in.

She knew exactly what he was going to do as soon as he started moving, and with her reaction speed, she had more than enough time to expertly jump over him with a somersault added in for good measure. But she did not stop there. With the speed Iron Will was running at, he had no way to stop himself before Spider-Girl sent him flying straight into the ropes with a swift kick to the back, effectively using his own weight and momentum against him.

While he was lucky enough to not fall out of the ring, Iron Will did end up slamming his belly into one of the ropes at high speed. Needless to say, the impact was a bit painful...even for him.

Still, someone as stubborn as Iron Will would never go down _that_ easily. In fact, all the attack really did was make him a bit annoyed.

The wrestler let out an irked snort through his nose and turned around to continue the fight.

Only...Spider-Girl wasn't there anymore.

"Yo, Willy, up here!"

Iron Will was a bit surprised when he heard her voice come from _above_ him, but he was even more surprised when he saw that the Spider-Girl was hanging on to the metal contraption on the ceiling that the spotlights were attached to.

"You little spider-monkey!" Iron Will cursed, "GET DOWN HERE AND FIGHT LIKE A MAN!"

"Why don't _you_ come up here and fight like a spider?" Spider-Girl quipped back.

"Are you trying to mock Iron Will!?"

"Duh, of course I am! Is it working?"

Iron Will could only growl in response.

While she was already hanging up there, and could get a pretty good view of the place, Rainbow made a quick check of her audience to see their reactions.

 _'Wow, this is quite a crowd! Feels a lot different when you're in the spotlight instead of in the audience. This is way more exciting! Oh, and there is Twilight...and with Pinkie Pie? Wait, when did she get here? Also, is it just me or do some of the other people in there look kinda familiar?'_

Something that one would probably never guess just by looking at her, was that Rainbow Dash had something a bit similar to a photographic memory that even she herself was mostly unaware of. This ability always gave her an acute awareness of her surroundings, especially when moving around at high speeds, and it helped her immensely when playing sports like soccer or basketball. Though she had had this ability long before she got her powers, the spider-sense meshed pretty well with it, and only made her _more_ aware of what was going on around her.

However...there was one problem with this. See, for while she could keep a thorough check on her surroundings most of the time, she did have a terrible habit of missing things that were going on right under her nose...such as when Iron Will decided to reach up and grab her by her ankle while she was too distracted checking out the audience for instance.

Distracted as she was, she didn't even notice what was going on before he pulled her away from her perch on the ceiling and slammed her back down onto the floor. She hit it like a bug on a windshield, her chest and left cheek taking the brunt of the impact. Saying that it wasn't the most pleasant landing in the world would probably be a bit of an understatement.

Rainbow let out an agonising groan, _'Stupid spider-sense, aren't you supposed to warn me about these things?'_

"That looked painful," Twilight commented while wincing at the sight.

"Yeah..." Pinkie agreed, "I hope she's okay though. I might have to make some hospital muffins otherwise. Do you think she likes lemon or chocolate?"

Having seemingly already defeated his opponent, Iron Will slammed his foot onto her back to keep her down, and then struck a pose for the audience.

"When someone tries to mock, I'll show them THAT I ROCK!" he loudly announced, earning another cheer from the spectators to fuel his ego. "Remember, kids, _this_ is what happens when you act like a coward before the great Iron Will! I pity the next fool who tries to pull an attempt like this on Iron Will again!"

Pinned under his impressive weight, and still feeling the impact of being slammed down to the floor from such a height, Rainbow Dash was not exactly in a favourable position...to say the least. It didn't help that she was also wearing a full-body spandex outfit that was uncomfortably clinging onto her body when she was starting to get sweaty, with a mask that didn't make it any easier for air circulation either.

 _'Well, at least I tried.'_ Rainbow silently conceded, _'I suppose it would be too much to ask to win against someone as awesome as Iron Will the Minotaur on the first try, right?'_

Though, just when she was about to give up...she realised something.

 _'Wait, wait, wait, the fight isn't over yet, is it? Hell no if I got anything to say about it! I'm freaking Rainbow Danger Dash! Since when did I give up this easily?!'_

Under her mask, Rainbow's expression turned into a sly grin, _'Besides, no one said webs_ weren't _allowed...'_

Seconds before the match was about to be declared a victory in Iron Will's favour, the wrestler was taken completely off-guard when he suddenly got sprayed with a face-full of cobweb. A bit of a cheap shot, sure, but she had a reputation to maintain, and she wasn't going to let everyone's first impression of the 'Awesome Spider-Girl' be that of a pushover.

With Iron Will temporarily distracted trying to free his face from the sticky and surprisingly tough webbing, Spider-Girl ceased the opportunity to spin out from her position under his foot, quickly take a grip on his leg, then yank it hard enough to make him trip and fall down to the floor.

Now free from her previous predicament, Spider-Girl got up back up on her feet with a surprising spring in her step. And even though her body was still in a bit of pain, she showed no visible signs of any injuries and her outward attitude was just as sharp as it had been when she had first stepped inside the ring...probably even sharper, actually.

With a particularly hard pull, Iron Will finally managed to rip the webbing out of his face. Though...the act of doing that stung quite a bit. Now with his vision cleared, he shook his head and blinked a little in an attempt to make sense of what just happened.

The sound of a very annoying voice that he had very recently been introduced to then got his attention.

"I'm sorry, were you in the middle of something? Tell me what hurts most, your back or your ego?"

Iron Will immediately realised what she had done.

Just when he was about to win and move on to a hopefully more challenging and less irksome opponent, the little spider had somehow gotten the drop on him and turned the tables in less than ten seconds. In other words: she had decided to embarrass him in front of his fans with a cheap trick, _and then_ rub salt in his wounds by mocking him.

Needless to say, now he was pissed!

Iron Will sprang up like a spring with a very clear look of irritation and barely controlled rage on his face. "Oh, OH, I'd hate to be you right now, for Iron Will is gonna rain down a world of hurt for trying to humiliate Iron Will!"

"Trying?" Spider-Girl scoffed, "Thought I succeeded with that already."

"YOU THOUGHT WRONG!" The wrestler shouted just before he charged at her again, this time with his arms extended in an attempt to catch her with an arm-lock.

Once again though, her spider-reflexes gave her the advantage, and she easily side-stepped out of the way while simultaneously ducking under the arms that were making a futile effort to stop her escape. It didn't even take her a second before she had ended up behind him again.

Before he had time to react to the Spider-Girl's quick escape, she proceeded to fire a sling of web at his back and used it to yank him across the ring and throw him straight back into the ropes on the other side.

As cocky as ever, Spider-Girl commented, "Hey, this is a lot easier than I thought, and this isn't even my final form!"

Spider-Girl's boast didn't really make much sense to Iron Will while he was recovering from his second painful impact with the ropes today. "Uh, what?"

"Sorry, been watching too much Dragon Ball lately." Spider-Girl admitted while scratching the back of her neck, "Though come to think of it, anyone ever tell you you sound a lot like that Hercule guy? I can't be the only one who's noticed that, can I?"

"I DID TOO!" Pinkie Pie suddenly shouted from the audience.

Rainbow couldn't help but give out a small chuckle at that, but Iron Will was not nearly as amused by the comparison...even if he had no idea what she was talking about. It didn't help that her next comment happened to be, "Well, I guess it makes sense considering that you're both just as impressive, which is to say...not much at all."

That was it.

Now practically seething with anger, Iron Will made yet another reckless charge at her while letting out a vengeful war cry. While it might have been more successful to learn from his mistakes and try something else, Spider-Girl's excessive taunting and cheap tactics had fuelled his rage to his breaking point.

However, this time, Rainbow decided to changer her tactic. _'Same thing three times in a row? I knew making him mad would be the trick. Now, time for my coup de grace...'_

As soon as he came within range, instead of trying to avoid him, she gave him quite a surprise when she suddenly grabbed him by the torso and threw him over her shoulder with an expertly timed judo throw.

Rainbow Dash had dabbled a little in martial arts in the past, and her spider-strength gave her the edge she needed to perform such a feat. However, neither of those facts were Iron Will aware of, and considering his mood at the time, he likely wouldn't have thought about that even _if_ he was aware of it.

This time though, the ropes _didn't_ catch him, and Iron Will was flung out of the ring entirely with a considerable painful landing on the floor outside. Luckily, he didn't sustain any permanent injuries, but it was pretty clear that he was down for the count.

For a second there, it looked as though he was about to get right back up...but then he fell back down to the floor in exhaustion.

The crowd was shocked into silence by this outcome. Not a single one of them ever expected the great wrestling legend Iron Will the Minotaur himself...to get handily defeated by a little girl in a silly spandex costume who had never stood inside the ring of a wrestling arena before.

Heck, even Pinkie Pie was speechless! Not an easy feat, mind you.

Spider-Girl put her hands on her hips and looked around in the audience to see the spectators' very entertaining reactions. _'Man, the looks on their faces are precious!'_

"What? Didn't any of you think I had it in me?!" She asked out loud, causing a couple of murmurs to be heard from the crowd.

"Well, well, well..." The charming voice of Gladmane began, the man himself stepping into the ring to stand next to the victor of the spectacle he had just witnessed from the sidelines. "It seems to me that we have a new winner, uh-huh-huh. Now, folks, let's all hear it for our new champion: THE AWESOME SPIDER-GIRL!"

With his announcement, everyone in the audience began to stand up and cheer as loud as they could, the shear power of their voices quickly filling Rainbow Dash with pride.

She completely relished in their attention and adoration, and pumped her arms in the air to show off her excitement, and after that even did a silly little victory dance.

It was even better when a chorus of "SPIDER-GIRL, SPIDER-GIRL, SPIDER-GIRL, SPIDER-GIRL, SPIDER-GIRL...!" started to echo across the room.

Even in the midst of this all, there was one voice among the lot who was cheering way louder than everyone else, even so much that Rainbow Dash could easily pick up on who it was.

However, the person who that voice belonged to...was _not_ Pinkie Pie, surprisingly enough. She was cheering too, but Pinkie's cheers were nowhere near as loud as Twilight Sparkle's, who was just bursting with excitement and was practically bouncing in her seat.

"WHOOHOO! YOU GO, SPIDER-GIRL! HOOOHOOO! YEAAAAAAH!" The not so shy, but still nerdy Twilight shouted in an unexpected moment of bravado.

Even though no one could see it, Rainbow Dash was grinning like an idiot under her mask. _'This day has been freaking awesome! First, me and mom got over that stupid Gilda-thing, then I get to look cool while kicking Iron Will's butt, and now I'm gonna collect my reward and a new camera will be mine! Baby, I'm on a roll! Let's just hope my luck holds out.'_

* * *

 **Author's Notes**

Okay, I know this whole chapter seems ridiculously predictable to any Spider-Man fan, but to be honest, I don't think that would be a problem. Sure, it may seem like I just took the scene from the first movie and replaced everyone with My Little Pony characters, but if you look a bit closer, you'll see that I am working on a way to make a new spin on the whole thing.

Unlike a few others who write stories with a similar set-up to this one, I am trying my best to make this my own story, and not just a recast movie script. I'm not following the Spider-Man comics, the movies or the cartoons directly; I'm taking my favourite parts from those and work them into a world of MLP characters, and then see how I can make a cohesive story out of it.

This episode is one of the very few exceptions to that rule.

* * *

Now, as you may have noticed has a new version of the first chapter been submitted (or at least the first half of it). However, I also added a number of changes to various things in previous chapters. Don't worry, it's nothing too major, but just small details that I either thought worked better or allowed me some leeway to what else is going to happen in this story.

Some noticeable changes are...

\- Firefly is now 38 instead of 46

\- Rainbow Dash's ambitions has more to do with becoming a pilot in general and not specifically a Wonderbolt.

\- Also, the Wonderbolts in this continuity disbanded after the Yakyakistan war ended. (If you're wondering what that war was about, well...let's just say it may have involved a piano playing itself...or something. It's really not that important all things considered)

\- Spitfire and Soarin weren't taught by Firefly, but they did serve alongside her...and neither one is actively working as a Wonderbolt at present time.

\- Dr Starlight Glimmer and Dr Sunburst are Celestia's former students.

\- Rainbow is established early on that she enjoys photography.

\- Scootaloo got her replacement leg from CelestiaCorp

\- Captain Marvel is given a little more explanation in the prologue. (I swear there's a reason I brought her up in this story)

\- Also, remember when I wrote a list of the Spider-Man adaptations I have seen in 'Rainbow's First Swing'? I now added my thoughts on 'Spider-Man Homecoming' to the list as well...though I think I'll wait until at least season 1 of the new 'Marvel's Spider-Man' cartoon is finished before I give my thoughts on it. So far though I can safely tell you that it's far better than Ultimate Spider-Man...but maybe not as perfect as Spectacular. Still, I'd definitively recommend giving it a watch if you're a Spider-Man fan.

Now I will work on finishing the second part of the revised first chapter before we move on, so that might take some time, but once we get to episode four, I promise you that we will finally see some supervillains.


	17. 3) Power and Responsibility, Part 3

**Episode 3**  
 **Power and Responsibility, Part 3**  
 **A Spider's Wrath**

 _'It's raining..._

 _Like some stupid movie cliche, it's freaking raining...'_

These were the thoughts currently going through Rainbow Dash's head while she was staring out her window.

It was night, and the never-ending sound of raindrops hitting the glass was all that she could hear right now. She had tuned out everything else.

She had tuned out the sound of her friends constantly trying to reach her on her phone, she had tuned out the sound of her dad's crying downstairs, and she had also tuned out the words of comfort Captain Shining Armour was trying to provide him.

She didn't even care about the pain emanating from the newly-bandaged wound on her left forearm.

 _'Why couldn't it just be sunny, you know?_

 _Rain...why did it have to fucking rain?!'_

She didn't move a single muscle.

The only thing she could do was sit in her bed and stare at the recently repaired bedroom window. A window that she once broke, and that her mom had to pay a lot of money to have replaced.

 _'It's not stopping...it won't stop raining..._

 _Why can't it just go away?'_

The only movement she showed were the very few times she allowed herself to blink...

...the few times she temporarily rested her bloodshot eyes...

...and the few times she forced more tears to pour down her face.

 _'I know why it won't stop..._

 _I know why it won't stop raining...'_

The small drops of saltwater that slowly made their way out of her tear ducts and across her cheeks eventually fell down and gathered on something she was holding onto.

It was a framed photograph...and there were many tears currently covering its glass surface.

The picture within...was of herself at the age of four...being carried by Firefly...her mother.

 _'It's because I made a mistake...'_

* * *

Seven Hours earlier...

Rainbow Dash was on a roll!

Not only had she successfully introduced herself to the world as the Awesome Spider-Girl, but she had also managed to defeat the previously undefeated wrestling legend Iron Will the Minotaur himself in an one-on-one confrontation.

By all accounts, she had more than earned the reward of 3 000 dollars that she had been promised.

However, Gladmane, the hotshot billionaire who had promised her that reward in the first place, was at the moment a bit preoccupied with a phone call of some kind while Rainbow had to wait in the corridor just outside his office until he would let her in.

Normally, that wouldn't be a problem...except he was taking _forever!_

As someone who had lived with ADHD her entire life, Rainbow was not a fan of waiting...to put it mildly. Even worse, in the quiet and boring hallway she was stuck waiting in, there wasn't even a chair or a bench or anything at all to sit down on, nor really anything worthwhile to do.

If she had her phone on her, Dash could have watched something on YouTube, or texted her friends, or at least pass the time with some silly phone game. But as it would have it, Twilight was the one who was currently holding onto her cellphone...and that was just because she herself couldn't take it with her into the wrestling arena.

 _'This suit could really use some pockets...'_ she silently noted.

Plus, with Twilight and Pinkie Pie waiting for her outside, and the only other person in the room being some shady guy with a golden tooth in his rather unsettling smile who was suspiciously just standing around for some reason, she didn't even have someone to talk to either.

Still, once she had the money, it would all be worth it...at least as long as she could stay awake long enough to recieve it.

With nothing better to do, Rainbow ended up listening in on the snippets of conversation she could pick up from Gladmane's conversation on the other end of the door.

"...While I get the idea, Miss Cinch, I'm still waitin' to hear how this would benefit me in the long run. In case y'all didn't notice, I stand to lose more money than..."

 _'Urgh, he's talking business. As if this couldn't get any more boring...'_

"...Ah, I see, I see. Well then, I will admit that offer sounds mighty temptin'. But first, I want you to put in a good word for me with 'the King' now, you hear? Nothin' too fancy, but a little recognition from the Big Man himself would be much appreciated."

Dash rolled her eyes, _'Seriously? How long is this conversation gonna take?'_

"...He-heh, well I guess that's for me to decide, then. Anyway, now I gotta handle some business, but thank you for callin', thank you very much."

 _'Wait, is it finally over?'_

The door to Gladmane's office promptly opened, and the man himself was quick to offer an apology. "Sorry I had you waitin', Spider-Girl. When you're runnin' as big of a business as I am, you need to make an awful lot of calls every now and then to keep it all afloat."

Rainbow shrugged, "Eh, as long as I get what I came for, it's no biggie."

"Glad to hear it. Speakin' of which, would you come in one second?" Gladmane requested while he headed back to take a seat at his desk. Once comfortably sitting in his expensive leather chair, he added, "Now, _that_ was some fightin' alright! No offence, but I never expected someone like you to take down the Minotaur that easily."

After she had followed him in, Dash answered that with, "What? Didn't the 'Awesome' in the 'Awesome Spider-Girl' give you a hint?"

"He-he, well I hear names like that all the time in my line of work, but I've _never_ seen anyone live up to them quite like you did. Colour me impressed!"

"Yeah, yeah, that's nice and all, but about that prize money..." Rainbow urged while rubbing her fingers in a gesture usually translated into 'gimme money'.

That's however...when Gladmane's affable expression began to turn into something a bit more sinister. The smile on his face may have seemed at first to be that of a friendly guy enjoying a happy life as he went along...but now it started to hint that it more likely belonged to a greedy manipulator seeing an opportunity.

"Say...what was the prize sum again? Three-thousand dollars, right?"

"Uh, yeah."

Gladmane reached under the table, pulled up a briefcase and placed it on his desk where she could see it. "How would you like over twice that much, right here, right now, with interest?"

"Wait, you serious?" Rainbow voiced in surprise, her eyes lightning up behind her mask. "Are you seriously gonna do that or is this just a joke? Because if you're not joking then that would be super-awesome!"

"No joke, my friend. I'm dead serious about this," Gladmane assured. "I'll give you the seven-thousand dollars in this briefcase as your reward, and then I'll leave you to decide what you wanna do with 'em."

"AH YEAH! That's what I'm talking about!" Rainbow shouted while giving the air a punch. "That would make this way better than-" however, she then stopped herself when she realised something, "Wait, wait, wait! Hang on a minute...there's gotta be a catch to this, isn't there?"

"Well...I'm afraid there is, but it won't cost you all that much."

Now a slight bit suspicious, Rainbow crossed her arms and gave him a sceptical look. "Then what _will_ it cost me?"

Gladmane positioned himself a bit more comfortably in his chair while clasping his hands together. "Well, your performance in the ring was nothin' short of stellar, uh-huh-huh. However, we both know you didn't win solely because of your wrestlin' skills, did ya?"

"Your point being?"

"Well, forgive me for pryin', but I couldn't help but notice those clever little web-shootin' things on your wrists. Now, if I'm right in sayin', then they're not exactly somethin' you would just find in the store some lucky day, huh?"

Rainbow looked at the web-shooter on her left wrist and then back at him, "...I guess not. But why do you care?"

Gladmane leaned forward a bit, "Look, I got a few 'friends' out there who would love to get their hands on any kind of advanced tech there is, and those little gizmos you used to create those spectacular webs seems like just the sort of thing I need to make 'em happy. You hand 'em over to me, and in return, I'll pay ya way more than I would have for just winnin' this silly little contest. A fair trade, don't'ya thi-"

"No deal!" Rainbow suddenly declared, leaving Gladmane with a look of surprise on his face.

"Come again?"

"No. Deal." Rainbow repeated with a bit more emphasis. "Not interested, not wanting to give away my web-shooters, no deal."

Clearly confused over why she would turn away such a tempting offer, Gladmane could only stutter, "But, but...why? That was more than twice the money you thought you'd get for goodness sake!"

"Look, I appreciate the offer and all, but giving away _these babies_ ," she pointed at one of her web-shooters, "no way! I'll just take it at the normal prize, thank you very much."

Gladmane gave the masked woman in front of him a frown, making it very clear he wasn't happy about her refusal. After all: he was _Gladmane_ , and _nobody_ said no to Gladmane...especially not when there was an opportunity _this big_ for him within his reach.

"You know what, Spider-Girl, I'm makin' some changes to this deal!" He declared in a tone that lacked his previous charm and now displayed the anger hidden underneath. "Either you hand over one of them web-shooters or you're not gettin' any money at all!"

"What!?" Dash questioned while her eyes widened in disbelief. "You can't do that!"

"Oh really? And why's that?"

Rainbow let out a sharp groan, "Look, you said whoever beats Iron Will in the game wins three-thousand. I won, that means you have to pay me. That's the deal, end of story!"

"Yeah, but its still _my_ money," Gladmane insisted. "And from the way I see it, I don't have any obligation to pay you a single dollar unless I get somethin' for it."

"No obligation?! My ass you don't have any obligation!"

Angered by her attitude and unwillingness to cooperate, Gladmane rose up from his chair and looked her straight in the face.

"Listen to me, ya little punk! I'm Gladmane, the fifth richest person in the state, and no one is gonna stand in my way to becomin' number one, no matter who it is! Now, I want those web-shooters and I won't give you any of my money until they're mine, you hear?!"

Rainbow stared him back with equal intensity, "I _need_ that money."

"Yeah, and how exactly is that my problem!? I don't give a damn what you need! What _I_ need are the web-shooters, and you _will_ hand 'em over right now or get the hell out of my office and never even _think_ about participatin' in a wrestling match ever again!"

A more practical person might have taken the deal by now. Twilight could easily make replacements for the shooters she gave away, and both her and Dash would get a lot more money than either were initially expecting. Walking away like this would mean that she ended up coming here for nothing, and would have to find some other way to get her hands on the money she needed.

Sure, one might argue that Gladmane wasn't exactly trustful, and that he would no doubt have some less than honest use for the web-shooters if she gave them to him...but that thought never actually crossed Rainbow's mind.

No, the reason she could not agree to his offer was because Rainbow Dash was at her core stubborn, arrogant, and not a fan of losing. She couldn't give in to his demands, _he_ had to give in to _her_ demands. She had to win, damned the consequences!

So faced with an ultimatum like this, Rainbow really only had one response.

"FINE!" she shouted with contempt, then turned around and stormed out the door without another word...leaving her with no money, and Gladmane with no web-shooter.

After having slammed the door behind her for good measure, she let out a slightly suppressed scream of frustration while she clenched her fists and stomped on the floor a few times.

Even with her mask concealing her face, it was still very easy to guess her mood at the moment...which was exactly what someone else in the hallway actually ended up doing.

Just as Rainbow was about to get out of this place and change back to her regular clothes, that someone ended up asking her, "So that Gladmane fella refused to pay ya, did he?"

She stopped in her tracks, then turned around to see who was talking.

It turned out to be that one creepy guy with the golden tooth who were just standing around there before for some reason or another. _'Is he spying on me or something?'_

A bit apprehensive about talking to this shady stranger, Dash urged, "Yeah, what of it?"

The man made a quick look around, as if to make sure no one else were listening in, then said, "Well, I dunno about you, Missy, but I'd want a little payback if he pulled a fast one on me."

"Payback huh?" Dash voiced, now a bit intrigued by what he was offering.

"Exactly. Look, you wanted the money, I get that. But I guess now that you're not getting any, you wouldn't want him keeping it either, right?"

"No...I definitively wouldn't," she agreed with a snarl.

"Lucky for you, I'm gonna go in there and...well...borrow it for a while...if you catch my drift."

Despite the fact that her face was hidden behind a mask, she raised an eyebrow while asking, "So...you're just gonna go and steal it?"

"Yep," he replied with a grin that really showed off his sparkling golden tooth.

"Huh," Dash started to smile at the sound of that. "Well...I'm not stopping you."

The man gave a small chuckle. "Hehe, Good to know, buuuut...I might need a little of your help."

Rainbow put a hand on her hip, "Help in what way?"

"Nothing much. Just that as soon as I take the money, Gladmane will definitively already have switched on that pesky alarm and the guards will be all over this place. However, I've heard I'm a pretty fast runner, and if you could just keep the elevator doors open when I make my escape, then that will take care of both our problems."

Rainbow took a second to consider his proposal.

' _Well it wouldn't be the first time I've stolen something...and now it wouldn't even be me doing the stealing. Besides, that jerk has it coming anyway.'_

She then gave him a nod and said, "Consider it done! Just...don't tell anybody I helped you. I kinda got a reputation to uphold."

"No problemo," the man said with a grin. "Appreciate the assist."

With that settled, Dash started to make her way over to the elevator at a normal, slightly slower pace to avoid seeming suspicious. A trick she learned back in her shoplifting days, in fact.

' _Things were so simple back then. Just me and Gilda against the world. Dash and Griffon, Partners in Crime! Man, she used to be so fun to hang out with...ya know, back before she became a bitch, when we ran about stealing worthless stuff just for the hell of it, or played pranks on the teachers, or spray-tagged about every corner in the block!_

' _Okay, maybe in hindsight she was kind of a bad influence or something, but eh, at least no one was hurt. Well, at least not by me anyway. I mean, it's not like it's my responsibility what Gilda does in her free time, right?'_

Rainbow then heard the alarm go off and a door being slammed open.

' _That's my cue!'_ she noted to herself before she did her part of the bargain and clicked the button on the elevator door, opening it to clear a path for the burglar to escape.

As expected, the golden-toothed guy did come running out of Gladmane's office with a briefcase in his hands, followed by a distraught Gladmane as well as a couple of security guards who came out of the other doors in the hallway.

The thief had a head start though, and the guards didn't have any chance of catching up to him before he ran past the Spider-Girl, even giving her a wink as he did so, and straight into the elevator, clicked the lobby button and smiled at his own fortune when the doors closed before anyone could stop him.

The guard who was closest on his tail practically slammed into the door just after it closed. He grunted in anger, then turned to his fellow guards and ordered, "Dammit! Call the guys downstairs and tell them to catch him before he escapes!"

Unperturbed by the commotion, Rainbow hid a small smile behind her mask and nonchalantly pressed the button to summon another elevator.

"Hey, you!" she then heard Gladmane call out, with him sounding no happier than she would expect after what just happened. Only this time, he had an air of panic about him as well. "What were ya doin', just standin' around there!? You could have taken that guy easily, or at least trip him or somethin'! Now because of you he's gettin' away with my money, you hear!?"

Spider-Girl looked at him...then she echoed, "Yeah, and how exactly is that my problem?"

* * *

Rainbow clenched the framed photo a bit tighter, its glass surface now covered almost entirely with her tears.

' _How could I have been such an idiot?!'_

If her throat wasn't completely sore from all the screaming she had already done, then she would have screamed right now. If for nothing else, than it would be to vent the anger and guilt that was boiling underneath her skin.

' _Why couldn't I have seen it sooner?!'_

Her hold on the picture eventually became too hard for the glassed frame to handle...and it broke when she least expected it, spreading sharp shards of glass on the floor and creating a painful cut on her hand.

' _If I had just...just...just not been such a stupid moron!'_

Despite the pain and the small amount of blood coming out of her hand, she couldn't bring herself to care about that.

The pain she felt inside was just too much...

' _If I had just listened to her when I had the chance...'_

* * *

 _Six hours earlier..._

"Well that was total bust!" Rainbow Dash commented when she passed Twilight on her way out of the building.

Having been waiting in the lobby for her friend to collect the money and change back into her regular clothes for more than an hour now, she was a bit startled by the sudden comment, and it took her a moment to process what she just said.

Seeing that Rainbow was practically storming out towards the door with a grumpy expression on her face, Twilight ran to catch up with her. "What happened?"

"That jerk didn't pay me anything!" Dash answered with a grumble.

Twilight gave her a puzzled look, "Didn't pay you? But you won the match, right?"

Rainbow stopped. "Yeah, I did. But then that stupid Gladmane guy said he wanted my web-shooters, and wouldn't pay me until I handed 'em over."

"Wait...he wanted the web-shooters I gave you?" Twilight asked, starting to sound a bit worried.

Dash crossed her arms and sighed, "Yep, something about selling it to some people, I dunno."

A bit more worried, Twilight suddenly grabbed her friend by the shoulders, "Did you give them to him!?"

"Of course not!" she replied before she pushed Twilight away from her. "But I couldn't even get the normal prize unless I-"

Their conversation was cut short when, all of a sudden, the front door was slammed open and a panicking Pinkie Pie came in shouting, "Rainbow Dash! Twilight! Come quick!"

Rainbow pinched the bridge of her nose and groaned, muttering, "Not in the mood, Pinkie." without even bothering to turn around to look at her.

Twilight on the other hand _did_ look at Pinkie as she came in, and she immediately knew that something had happened as soon as she saw her.

Pinkie Pie was probably the happiest person Twilight had ever met, and had many ways to make fun of and enjoy pretty much any situation, no matter how bland or bleak. But right now...she showed _none_ of that. Right now, she wasn't smiling, she wasn't joking around, and she wasn't laughing. Right now, she looked scared, her hair wasn't as puffy as it used to be, and Twilight was sure she could see tears start to form at the base of her eyes.

Seeing her like this, she immediately asked, "Pinkie?! What is it? Are you okay?"

Pinkie stuttered a lot when she tried to answer, "It's...it's...it's Firefly, I just wanted to say hello to her, but she's been...been...SHOT!"

Rainbow Dash's heart stopped the moment she heard that...and she immediately forgot all about the situation with Gladmane and the money she didn't get. Instead, she sharply looked at Pinkie and screamed "WHAT!?"

Pinkie began to tear up, "She...she...there was this guy who showed up and...and...oh god, it's horrible..."

In a clear tone of voice, Rainbow asked, "Where is she?!"

"She's...she's..."

Now raising her voice loud enough to silence the entire lobby, Rainbow repeated, "WHERE IS SHE?!"

To her credit, Pinkie was trying to hold in her sobbing as much as she could...but being as emotional as she was, she really had a difficult time doing that.

Still, she made an effort to calm herself enough to answer, "I'll...I'll show you."

* * *

Rainbow Dash fell down on her bed while she dropped the broken frame on the floor.

' _I wish you were here right now, mom...'_

In the position she was currently in, all Dash could do was stare at the boring featureless ceiling. It wasn't as if the stupid pitter-patter of raindrops on the window was any interesting to look at either.

' _I wish you could just come and give me a hug like when I was little...even though I pretended to hated it.'_

She thought she had used up all the tears she had by now, but that still didn't stop her from starting to cry all over again.

' _Mom, please...just...please tell me this is just a nightmare or something..._

 _...please tell me that you're still alive.'_

* * *

Rainbow ran as fast as she could...

She could see the commotion that had started at the parking lot, as well as all the police officers, paramedics and curious onlookers who had gathered around to see what was going on.

"Mom?"

Rainbow didn't care about any of them. She ran right through the crowd as fast and as desperately as she could. She didn't even care for her two friends who were trying and failing to catch up with her.

"Mom!"

Anyone who stood in her way, she pushed aside without a pardon or apology...and that included the cops who had formed a perimeter around the person she was seeking.

"MOM!"

Rainbow's heart twisted even further when she finally got through the crowd and her eyes set on the bloody, quivering and frightened face of her mother.

Firefly had been shot with a handgun at very close range in the gut, and her pink sweater was stained in blood...blood that kept leaking from her wound despite the valiant efforts of the paramedics who had arrived far too late to help her. Her body was trembling as she was desperately trying to breathe, and her eyes were opened wide in shock.

Dash fell on her knees before her while frantically shouting, "Mom, mom, mom, please, please, please, tell me you're okay, please!"

Upon hearing the distraught voice of her daughter, Firefly tried the best she could to look her in the eyes. Rainbow assisted her efforts a little by gently lifting her head up a bit.

Firefly tried as hard as she could to stay awake...to stay conscious...to stay alive...but...she knew that it was fruitless. As a trained soldier, she knew when a wound was fatal, and she knew that she was hit in a place that she would not survive unless she had been treated immediately. Faced with such odds, Firefly knew that she was going to die...and in front of her own daughter no less.

She needed to say something, _anything_ to make this moment count...but she could already feel her vision slipping away from her no matter how hard she tried to push back.

"Da...Dashie..." Firefly managed to croak out.

Rainbow Dash's eyes were watering, slowly but steadily, her composure crumbling with the tears that were building at the frames of her eyes. She would not believe what she was seeing, she _could_ not believe what she was seeing, she couldn't accept that this was happening right in front of her.

"Mom, I'm here. You're gonna be okay. Stay with me, please stay with me, mom!"

"Dashie, I...urgh, I'm...uhg...uhh...uhhhh..."

But Firefly couldn't finish that sentence...for she did not have the strength to do so. The image of her daughter, Rainbow Dash, bursting into tears while begging her to stay was the last thing she saw...and then everything went black.

"Mom, no, don't go...no, no, no, no..."

Rainbow saw her mother's eyes stop moving, she felt her heart stop pumping, she felt her stop breathing, she witnessed her mother die in her own arms. The woman who took care of her, the woman who raised her, protected her, taught her everything she knew, and the family member she loved the most...was dead.

"Don't leave me..."

Gone...gone forever...never coming back...ever.

"I don't want you to go!"

Rainbow's walls completely broke down, and she began to cry into her mom's shoulder. She knew that this wasn't just some horrible nightmare, or a temporary problem that would be forgotten over time. No, this was a tragedy that would change her life forever, no matter what she did.

Even with all of her powers, Rainbow Dash was completely and utterly powerless in this situation. She couldn't go back in time and prevent this from happening, she couldn't whip up a healing serum to make her bounce back and be her regular self again.

All she could do was accept one simple fact...

Her mother was dead, and there was _nothing_ she could do to change that.

However...that didn't mean there wasn't _something_ she could do.

With her keen perception of her surroundings and her still active spider-sense, Rainbow scanned the crowd around her for the information she needed to know.

The first thing she picked up on was Twilight trying her best not to puke after seeing so much blood. This must have been the first time the poor girl had ever seen something as gruesome and morbid as this in real life. ' _Useless'_

She also sensed the heartbreaking wailing of Pinkie Pie who couldn't even bare to watch. ' _Useless again.'_

Then she noticed that some jerk was taking a picture of the crime scene on his smartphone. ' _I would kill you right now if I didn't have someone else on my list first. Also useless.'_

However, then she focused on a nearby police officer, and tuned her ears to listen in on his radio.

"...suspect's heading north-east towards Saddle Row...officer's DeWolf and Skies in pursuit..."

' _That was just what I needed to know.'_

Her eyes focused, switching out sadness for boiling tranquil fury, her mouth straightened to become a single thin line, and she slowly and steadily stood up straight while staring straight ahead.

' _The son of a bitch who did this...'_ she clenched her fist in anger, ' _...he is not getting away with this!'_

* * *

Rainbow Dash stopped her endless stare at the dark ceiling and turned over on her side, letting the tears coming out of her left eye gather on her pillow.

 _'All those soccer games we had that I always won, all those crazy adventures we shared...they're all gone.'_

She clenched her bed sheets in frustration and self-loathing, memories of what happened earlier in the day still haunting her.

 _'I'm never gonna see you again, am I?_

 _...we're never gonna have that match you promised me..._

 _...because...because you're dead.'_

* * *

The streets of Canterlot were in turmoil that night, as a heated car chase was in effect.

A stolen vehicle, Firefly's car to be specific, was speeding through the city at maximum velocity, with no intention of stopping or even slowing down for anything.

Pedestrians crossing the street were shown no mercy and had to leap out of the way if they didn't want to end up as road kill, and drivers who didn't want to get their cars wrecked had to try to stay clear of the maniac as best they could.

Heck, even the driver of the stolen vehicle himself could be considered to be in mortal danger from his own reckless driving.

In fact, the only reason he was risking his life and the lives of others by driving this fast in the first place was to shake off the three awfully persistent police cars that were tracking his every move.

The sound of their sirens were like annoying flies that he just couldn't get rid off, and the flashing red and blue lights that he could make out in the car's mirrors were stressing him out more and more.

It was actually a goddamn miracle that no one had as of yet gotten hurt by his frantic driving. Though for every second that passed, the risk of that happening increased exponentially.

Still, not even the risk of a catastrophic accident would stop him from trying to shake off the cops pursuing him.

Though, when it came down to it, _they_ were not what he should have been worried about.

Too focused was he on what was pursuing him on the streets...that he had no way of knowing of the masked figure following him on the rooftops above.

Rainbow Dash...or rather...the Spider...was after him.

All things considered, it wasn't hard for her to track him down. All she really had to do was follow the sirens...and then follow the familiar car that he had stolen.

While she didn't have the time required to change into her spider-outfit completely, she made sure to strap on her web-shooters as well as her mask to make sure no one recognised her. The last thing she needed in her life right now was Rainbow Dash being accused of the crime she was planning to commit.

With one eye focused on the car at all times, Rainbow meticulously jumped, swung and climbed from rooftop to rooftop, coming closer and closer to him with every passing moment.

And then...when she felt in her gut that the time was right...she took a running leap from the roof she was on and aimed right for the speeding car on the street below.

For any normal person, a jump like this would no doubt be suicidal. But Rainbow Dash...she didn't care in the least. Not just because her superhuman physiology and reflexes made any potential fall damage mostly a non-issue in many situations, but also because her own safety and well-being were the _least_ of her concerns.

Right now, her body was running on pure rage as well as an endless supply of adrenaline. Any restraint or compassion or even basic logic was out the window. All she wanted, no, _needed_ , was revenge.

He was going to pay, and there was no stopping her from making him do just that.

Or...at least, that was what she thought at the time.

She landed on the hood of her mother's stolen car on all fours so hard that she dented the metal plating underneath her. It was a painful landing, even for her...but her anger made it easy to push past it.

Rage turned out to be one hell of an anaesthetic when it really came down to it.

Her sudden appearance caught the driver completely off-guard. He had been stressed out enough as it was, but when the masked woman came out of nowhere and dropped down upon him like that...he completely lost it.

All sense of what he was even doing vanished the moment she showed up, and he desperately tried to turn the vehicle around in a foolish attempt to shake her off...while driving way too fast for such a move to be even remotely safe.

As a result, the car flipped over entirely, sending both of them crashing towards certain doom.

However, just as that happened, Rainbow's spider-sense kicked in.

The world around her seemed to slow down to a crawl as her very perception of time itself changed right before her eyes. It was almost like watching a scene in slow motion. Only, when she was doing this, she also could sense the world around her more acutely than she had ever been able to before.

Dash could even 'feel' that if she didn't do something within the next two seconds (which, to her, was a lot longer than it sounds), she would no doubt be crushed into mush by the one-ton car falling on top of her. If she wanted to survive, she would have to act inhumanly fast.

However, if there was one thing that Rainbow Dash excelled at, it was speed.

She quickly attached both of her feet on the roof of the car while spreading them evenly to maintain balance, then she aimed both of her arms to her sides and released a sling of webbing from each one that eventually both found their mark on the wall of a nearby building each.

This took most of those two seconds.

Now, to make sure her extremely quick thinking paid off, she grabbed the web-lines and held on as hard as she could, while she used all the strength she had left to push the car back with her legs.

Miraculously...it actually worked.

While Rainbow was subjected to searing pain in her arms and legs (enough that it felt like they were all going to snap out of their sockets), her superhuman spider-strength, as well as the impressive tensile strength of the webs she was using, turned out to ultimately be enough to stop the car's momentum.

She held that pose for a moment in order to take a deep breath and come to term with the fact that she was, indeed, still among the living.

Once she had properly done so, Dash gave the vehicle another powerful push with her legs and flipped it back to its proper position. That is, with all four wheels on the ground.

Now, this would seem to be a perfect opportunity for the car thief to start driving again...but he was in no mood for that anymore.

While it had been brief, the car flipping over was quite the roller coaster for the frail human being trapped inside it. Since he didn't bother putting the seat belt on, he pretty much rolled around along with it. Fortunately for him though, he managed to avoid any fatal injuries. Although that was more dumb luck than anything else. In fact, he probably owed his life to the vehicle's airbag if anything.

Dazed, frightened and confused, the man deliriously pushed open the door and fell to his knees on the sidewalk. A small stain of blood dripped down a bit from his forehead, likely due to him at some point slamming his head on the car's ceiling some time during his near-crash experience.

His heart was beating faster than it had ever done before, and his breaths were quick and desperate. He didn't even have a clue as to what just happened or what was going on right now.

He was given no time to recover and figure that out though, as a sling of webbing attached itself to his back and forcefully yanked him off the ground. With a pained whelp, his back was slammed into a brick wall, then harshly pulled by the string higher and higher up a building.

Now on the verge of panicking, the man shouted, "Wha-what's happening'!"

"It's called payback, you creep!" the enraged and unforgiving voice of Rainbow Dash answered from above.

"Who are you!? Let me go! PLEASE!"

"LET YOU GO!?" she nearly screamed. "After what you did to her!?"

"What? No, it was an acci-"

Before he could even hope of finishing that sentence, Rainbow threw him over the edge and made him land on the hard concrete roof of the building they were on.

"Save your excuses! All I want to hear are your screams!" she threatened while she menacingly started to approach him.

Fearing for his life, the man scrambled to his feet and pulled a gun out of his jacket, then aimed it at Rainbow with his shaking hands.

Dash's eyes narrowed when she saw it. _'That's what he used to kill Mom with!'_

An almost painful tingle from her spider-sense then rang out in her head...just before the burglar sent off three badly aimed bullets flying in her direction. With her enhanced reflexes and speed, she barely just managed to move her head out of the first bullet's trajectory in time before it hit her...while the second bullet missed her completely and the third one graced her arm and gave her a painful surface wound on her skin...that she did her best to ignore.

Had he been a better shot, Rainbow Dash likely wouldn't have survived this encounter.

To prevent him from shooting her again, Dash quickly sent a sling of webbing into the barrel of his gun, conveniently just in time to block the next bullet's path and stop it from leaving the weapon. With a hard yank on the line connecting her web-shooter with his pistol, she pulled the weapon out of his hands and landed it right into one of her own.

She didn't make an attempt to use it however, and instead took a firm grip with both hands on the infernal metal contraption before she bent it so hard that it literally broke in half.

The broken pieces of the weapon were thrown away like garbage, and the man was given no opportunity to flee when Rainbow closed the distance between them and lifted him off the ground by the hem of his shirt.

She stared him mask to face and then...she froze.

 _'Wait...'_

Rainbow had been so full of anger that she hadn't even bothered to pay any attention as to who she was actually chasing, but...when she got this close to him, she noticed something.

 _'That face...'_

The terrified mess of a person in front of her...the same man who she knew had been the one to shoot her mother in the gut, and who then tried to do the same to her...had the face of someone she had met before...rather recently in fact.

The part that really caught her attention was when she spotted the shiny reflection of a single golden tooth in his mouth.

"No...it can't be you..." she stuttered in horror. "I let you go...and then you..."

Her eyes widened.

Realisation hit her like a freight train.

"No...no...no, no, no..."

She let go of him and took a few steps back as she realised what she had done.

"No...no, no, no..."

Under her mask, more tears began to form behind her eyes, and she even fell on her knees from the weight of the guilt that was started to overcome her.

She clasped her skull in her hands and mumbled, "What have I done...what have I done?" then she smashed a hole into the concrete beneath her with her fist, "WHAT HAVE I DONE!?"

The killer didn't dare to move, and he didn't dare to say anything either. And worst of all, her reaction made him begin to realise just what he had done.

Rainbow let out a loud and heartbreaking scream filled with anger and despair. One that was so loud even the people on the streets below could hear it.

Then...her guilt turned into pure unfiltered rage.

She got up and grabbed the man by his shirt again, but now she used her strength to lift him up and drag him over to the edge of the roof.

Once he realised where she was dragging him, he pleaded, "No! Please, don't do this! I'll do anything! Please!"

Just as she reached the ledge, Rainbow pulled him close and said, "I should drop you. After what you did to an innocent woman, to a woman with a loving family, to a woman worth far more than a pathetic piece of trash like you! A quick death is the least you deserve!"

"Wait, you do-don-don't wanna do this!"

"That's where you're wrong," she pulled him closer, "I _do_ wanna do this!"

* * *

Someone was knocking on her door.

It was a gentle knock.

So gentle in fact...that Rainbow could even make a good guess as to who it was.

' _It's my fault this happened...'_

She didn't open the door though, nor did she attempt to lock it or tell the person on the other side to leave...or even to enter.

She just laid where she was, and stared out the window in silence.

' _...they say it was the burglar who was responsible, but they're wrong...'_

Not even when the door eventually opened did she move or even attempt to look at who it was...she just continued staring at the infuriating rain outside.

 _...it was all my fault.'_

* * *

The truth was that Rainbow Dash very much wanted the man to die.

He had taken her mother away from her...he had shot her dead for no other reason than wanting to get his hands on an escape vehicle...he had killed a good woman just because she was in his way.

There was no way Rainbow could ever forgive him for what he had done, no way she could ever forget...and no way in hell she was letting him get away with it either!

However...when she looked into the frightened eyes of the man she held dangling off the ledge of an eight-story building and knew that his life was literally in her hands...she somehow knew that what she wanted to do right now...was wrong.

Her mother once told her something...and the memories of what she said that day started to come back to her...

 _"Beating people down to get them to do what you want is a bully's way of dealing with things, and I know you're better than that, Dashie!..."_

 _'But, mom...he...he killed you. I can't just let him get away with that.'_

 _"When I was in the airforce, I saw good people, even friends, get gunned down by our enemies, and for a time I wanted nothing more than to return the favour. But...when I finally had the power to do that, I refused, and instead forced the enemy into a surrender, even though there was no tactical reason for doing so."_

 _'Why? Why can't I just let this asshole get what he deserves?'_

 _"Why? Because I knew that they didn't deserve it. And if they did, it was not for me to decide. For with great power, there must_ always _be an even greater responsibility to go with it. Always remember that."_

Rainbow closed her eyes and took in a deep breath. _'I...guess you're right, Mom. No matter what happens...I'll never be a killer like he is. I'm better than that.'_

* * *

The person who had just opened the door didn't say anything...they just stood there...watching...waiting...

Then they closed it, and took a few slow steps toward the bed. The steps were light, and were taken with extreme caution. This already ruled out any possibility of it being her father. He was always more quick on his feet, no matter the situation.

Rainbow then felt something weigh down on her bed a bit as the other person had just sat down on it. She could also hear that person's very feminine-sounding breaths softly grace her ears. So far...nothing had gone to contradict her first suspicions about her identity.

The final nail in the coffin came when Dash felt a soft smooth hand gently begin to stroke her shoulder.

A left hand.

And there was only one lefty she knew who would be here for her at this time and place.

"Fluttershy?" she croaked out from her tired throat.

"I'm here for you, Dashie..." Fluttershy assured in her motherly tone, while she continued to gently stroke Rainbow's arm. "For as long as you need me, I'll be here."

Dash moved her head just enough to catch a glimpse of the face of her oldest and most supportive friend, and the sight of Fluttershy's beautiful, yet sad, blue eyes.

It was a sight that told her at least one thing.

She was not alone.

And while she was a long way from being happy, or even remotely okay for that matter...it still made her feel just a tiny bit better.

Fluttershy laid down on the bed next to her, and then slowly wrapped an arm over Dash's waist while burying her head in Rainbow's neck.

"There, there, Dashie...it's gonna be okay..." she whispered.

After a moment, Rainbow said, "Th-Thanks, 'Shy."

Nothing more needed to be said between them...so the room fell into silence as Rainbow cried herself to sleep in the comfort of Fluttershy's arms.

* * *

Earlier that night, the police found the burglar trapped in a silk cocoon hanging off a street lamp...yet he was still very much alive and mostly unharmed.

While many questions remained as to how he ended up that way or who the mysterious woman who caught him was, the man was ultimately arrested for his crimes, and was now well on his way to spending the next couple of years behind bars.

It was as much of a punishment as Rainbow could inflict upon the man right now.

Justice was served...

...but...it was not going to bring Firefly back.

Nothing would.

* * *

 **Author's Note**

Wow, so much drama.

While this chapter went about the way that you would expect it to if you have seen anything with Spider-Man in it before, I worked a lot in making it be something like...the best version of it, at least the way I see it.

For instance, one thing that always bugged me in the Raimi films was how the burglar just...died. He just tripped and fell (come to think of it, a lot of bad guys in those films ended up killing themselves somehow). And honestly, I don't see what the point of that was.

However, in my favourite episode of 'Spectacular Spider-Man' ('Intervention' is the name of that episode), we get a pretty good moral out of it when Peter actually saves his life despite what he had done...because Uncle Ben would never approve of letting him die.

Okay, now that I think about it, those Raimi films did bring something similar up in 'Spider-Man 3' with the Sandman plot and all, but I still would have preferred if they did something better with it in the first movie.

Anyway, the point is, I let him live this time, because it ultimately sends a better message. He may be serving time in prison for a long time from now on, but at least he gets to live to come to terms with what he's done.

It's one of the many reasons why the fact that death penalty is still legal in so many countries still appals me. But...it'd probably be best if I don't bring up politics in this silly little fanfic. So let's just move on to something else.

For instance, now that this chapter is out of the way, there is only like one and maybe a half chapters left until Spider-Girl will face her very first supervillain. Care to guess who that might be?

Oh, by the way, the burglar in this story is actually supposed to be that one shady guy from 'The Gift of the Maud Pie' who swindles Pinkie out of her party cannon.

Why him of all characters, you ask? Well, simple: just like Uncle Ben's killer, he's just some random, nameless, and untrustworthy New Yorker who happens to be at the wrong place at the wrong time. That's all he ever needed to be.

* * *

 **Reviews**

* * *

 **Guest**

Hey man I just want to say that this is really good. I mean when I first saw it I thought it was going to be good but I didn't know it was good to be this good. I mean it has really great character and story development. I just can't wait to see the next chapter. I hope it doesn't take too long. Anyway keep up the good work. Can't wait.

 **Thank you for your kind words. And look, here's the next chapter. Hope it didn't take too long.**

* * *

 **Spideyfam**

Good chapter, geez The reaction of rainbow being called short was hilarious, i wonder how tall or short rainbow really is, isn't she like 5'5 or 5'6, correct me if i am wrong.

 **I always imagined her being the shortest of the main six with the possible exception of Pinkie, and I also like the height difference between her and Fluttershy as I always considered her to be a bit tall. The idea came mostly from the fact that Fluttershy was taller then Dash when they were kids.**

 **In this story at the very least, she's 1, 58 metres tall...which to anyone not using the metric system would be 5,1 feet tall.**

* * *

 **Banana**

I find spectacular Spider-Man highly overrated, like seriously The only Good things were just The story and The acting, thats it, The animations are dull and cheap made, the fight scenes are a bit slow paced and clunky, The character models are very inaccurate, for exempel, Peter parker looks nothing like his comic book counterpart, and i don't remeber Peter having a black Pimple on his right cheek, i know this sounds nitpicking but i don't care, however in my opinon, i prefer Spider-man The new animated series The MTV version, or spider-man 1994 tv show.

 **And there I have to respectfully disagree. Spectacular Spider-Man is, without a doubt, my favourite adaptation of Spider-Man to date...but if you think differently, then that's fine by me.**

 **In fact, I know a lot about disliking something that is very popular. For instance, you know that movie 'Logan' that everyone seem to consider to be one of the best superhero movies of all time? Well, I absolutely despise that movie with all my heart and personally wish I never saw it in the first place.**

 **We all have different opinions, and there is nothing wrong with that.**

* * *

 **dr-fanmai-lover**

hhhm-twy-is-gawn-she-dies-bey-greengabin-hands  
aer-you-the-fanstic-4-and-x-man-they-frainds-of-sipderman  
wow-staerlight-galmmer  
whan-will-saipderman-waith-capin-uvise-power-hhhm

 **Okay...this one was a pain to read. You really need to improve on your writing skills or people will have a hard time understanding what you're saying.**

 **However, let me do a translation/decryption of this review.**

Hmm...if Twilight is Gwen, does she die by the Goblin's hands?

Are you gonna use the Fantastic Four and the X-Men, since they're friends with Spider-Man?

Wow, Starlight Glimmer.

When will Spider-Man get Captain Universe power?

 **If Twilight ends up with a fate like Gwen...which is a very big 'if'...then I would not be at liberty to spoil that right now.**

 **No, the X-Men and the Fantastic Four will not be in this story. Captain Marvel is about the only other superhero, and she's just being used as plot device to explain who defeated the supervillains before, and she doesn't necessarily have much to do with the source material.**

 **Yes, Starlight Glimmer. Wait, what about Starlight Glimmer?**

 **When will Dash get Captain Universe Power, you ask? Well...how about...never?**


	18. Luna's Shadow

**Minisode**  
 **Luna's Shadow**

While you would have to had been living under a rock your whole life to not know who Celestia was at this point, her younger sister Luna was relatively unknown. That was not to say that she wasn't famous, she just wasn't __as__ famous as Celestia.

While Celestia was the one who the company was named after, it was Luna's idea to start CelestiaCorp in the first place, and by all accounts was its true founder. In general, Luna was actually a slightly better businesswoman, had a greater understanding of finances, as well as a keen ability to judge other people's motives and agendas, and most of time was far more intimidating then her sister if she needed to be.

So why wasn't the company called 'LunaCorp' then? Well, simply put, Luna just didn't have her sister's charm or cheerful personality, or even the same amount of motherly wisdom, and she was definitively not anywhere near as comfortable at being in the spotlight. Plus, Luna's hair-trigger temper made her a poor candidate when it came to negotiations or public appearances. Beyond that, Celestia was also capable of inspiring people in a way that her her sister never could...and that was something Luna secretly hated.

It had always been this way. Ever since they were kids had Celestia been the centre of attention. She got asked out by all the cute boys, made friends with all the popular girls, and managed to impress everyone around her with her radiance and beauty. She was like a sun, providing light and warmth to anyone who set their eyes on her...while casting a shadow, intentionally or not, over her little sister.

That shadow did not earn Luna any favours. Unlike Celestia, she was rarely approached by anyone, as either a friend or flirt. She was just...in the background. Everyone knew her as __just__ Celestia's sister, and not as her own person.

However, instead of suffering in the shadows Celestia unknowingly cast over her, she embraced them and made them her own. She became a part of the night, and sought friends and a name for herself in the dark places, where the light never touched.

It was there she saw a different side of Canterlot. For while the city was advertised as being a successful metropolis where everyone lived in prosperity and was welcome to all...the truth was a lot different. Luna saw first hand how much the people suffered at the bottom of the food chain, how the criminal underworld ruled the city with an iron fist, and how much of what she had been told was a lie.

Betrayal, loneliness, depression and desperation, she had experienced it all. She had suffered greatly, and was forced to compromise to get her way more often than not. Yet, despite it all, she had managed to survive everything the world had thus far been able to throw at her. And not only that, but she had also succeeded in becoming one of the most influential people in all of Canterlot, owning nearly half of the most successful science corporation in the world.

The founding of CelestiaCorp was not without a great cost however. The money needed to start the company came, in fact, from Celestia and Luna's parents. More specifically, from the inheritance the sisters gained after their passing.

Their parents were, for lack of a better word, __loaded__ , having been big investors in the now-buried research company called 'Starswirl Laboratories'...and when they died, the considerable funds that they had earned went straight to their daughters.

Luna considered herself lucky though for scoring the greatest inheritance their parents had, at least in her own opinion...and that was the old and expensive apartment she now lived in.

Located on the top floor of a 40-story building, the old flat had a pretty good view of the Canterlot City skyline. In fact, if one looked out through the kitchen window, you could easily spot the CelestiaCorp logo.

The apartment itself had a very classy feel to it, and one could even smell how old it was as soon as you stepped through the door.

Luna's choice of decor however made the whole place feel a bit less warm than it should have. The walls were decorated with many, many masks of all shapes and sizes, all handpicked from many different cultures, with some dating back centuries, or possibly even a millennia or two. In addition, there were quite a lot of paintings around the place depicting things like moons, stars and other wonders in the depths of space. Also, she didn't have too much lighting in the apartment, only a few faintly glowing blueish lamps, a couple of candles and a lit fireplace.

Now what could someone like Luna be doing to pass the time in this old and dark apartment?

Why, play on her X-Box of course!

Lazily draped over her couch and equipped with a headset, Luna had the look of a killer in her eyes as she concentrated on the giant luxurious flat-screen in front of her.

Being single and living alone, Luna didn't feel the greatest need for looking all that presentable at the moment. Instead of her well-brushed and wavy state she usually kept her lavender hair in, what she had on her head right now was a bit more messy and unkempt. Also, while she usually came to work in her black suit or her purple blouse, she was now wearing little more than her underwear and a dark blue bathrobe.

She had been playing against this one opponent going by the username 'ButtonMashPotato1' in 'Halo 2 Anniversary' for over two hours now, and Luna was on the verge of driving her opponent mad.

Just about every move 'ButtonMashPotato1' tried...ultimately failed. He tried to strike Luna's character in the back with an energy sword, but didn't expect Luna to immediately turn around and shoot his character in the face with a shotgun, he tried to snipe her from afar, but Luna managed to snipe him first, he even tried to gun her down with two submachine guns at close range, but then Luna just threw a plasma grenade at him, got out of the way and let it explode.

After hearing the overly dramatic announcer voice say "Killing Spree!" as in to pour salt in 'ButtonMashPotato1's wounds, Luna cheerfully boasted, "HA, HA, the fun has been tripled!"

A high-pitched and immature male voice came through Luna's headset. "Yeah, fun for __you__ maybe."

"Of course, thy worthy opponent!" Luna responded in a ridiculous version of Shakespearean English. "We rather enjoy this relentless stream of victories over thee."

"But do you have to talk like that? I can barely understand what you're saying."

"Does thou not likest us to speak in thee accent? We humbly think it brings a certain charm to thy game."

"...you're only talking like that to annoy me, aren't you?"

"Guilty, guilty, and oh so very guilty!"

"I hate you."

Luna giggled a little at that, "Hahaha, that was only to test how true your belief of victory was. After all, with how good you put yourself out to be, I was actually expecting a challenge."

"Oh, I'll give you a challenge alright..." 'ButtonMashPotato1' warned dangerously.

"Well, it's about time in that case. Now please, give me your best sho-"

 _ _Ding-Dong!__

She was interrupted by the distinct sound of someone ringing her doorbell.

Luna wasn't expecting any visitors today, especially not in her own home. Most likely it was probably just some salesperson thinking they could persuade her at the door with some brand new product that she had no interest whatsoever in having. However, since Luna couldn't be sure of that until she went over and checked, she unfortunately had to end her little gaming session with 'ButtonMashPotato1'.

"My apologies, but I'm afraid that challenge will have to wait until next time," Luna said with a sigh.

"What?! But I was just about to beat you!"

"I am sorry, but 'tis someone ringing at my door at this moment. I must answer it."

"Nooooooooo!"

After pressing a few buttons, Luna terminated the match, even though there were still five minutes left of it. Since it was online, she couldn't just pause the game and continue later...not unless she somehow had the ability to stop time...which she did not. Still, even though video games were fun, the real world was unfortunately a bit more important at the moment.

With a brisk pace in her step, Luna approached the door and checked the identity of her visitor through a monitor she had installed in it. Of course, being a person in a high position of power, Luna made sure that her apartment had all the security it could need, which included door cameras and hidden safe rooms. She was sure she also had a loaded gun stacked away somewhere, but she had forgotten exactly where.

When Luna saw just who her mysterious visitor was though, she immediately wished she remembered where that gun was...not that such a weapon would be able to even scratch the literally bullet-proof skin of the person she was looking at...but it would be immensely satisfying.

 _ _'Out of all the people in the world who could have paid me a visit today, it just__ had _ _to be her.'__ Luna thought with a groan.

Despite how much she really didn't want the woman waiting outside her door to come anywhere near her private sanctuary, she knew she had no choice but to let her in...especially considering who Luna knew that the woman was working for.

Besides, she was admittedly a bit curious about what could possibly bring someone like __her__ here in the first place.

With a sigh, Luna reluctantly unlocked and opened the door to 'greet' her new guest.

Standing on the other end of the open doorway with a harsh scowl ever-present on her face was a middle-aged woman dressed in a dark blue suit and skirt. Her curly violet hair was tightly organised into a bun that gave her a certain professional aura while the small red glasses resting on her nose made her at the same time look a bit more frail and old than she actually was. Also, despite the fact that she was of Afro-British ethnicity, her skin was extremely pale and even had a strange teal-like tone to it.

This was Abacus Cinch, a well-known and respectable businesswoman who owned many, if not all, of Canterlot's law firms. Her reputation as a devoted servant of the people, as well as a firm believer in truth and justice, made her quite popular among the Canterlot elite, and was well sought after in those circles.

However, Luna knew that all of that, including her name, was merely a front.

The woman currently standing before her was, in fact, one of the most powerful crime lords in the criminal underworld, second only to the Crystal King himself. In __those circles__ , she was known by another name entirely...one that terrified nearly everyone who heard it...

With a snarl, Luna uttered that name.

"Tombstone."

In a condescending and sarcastic voice with a noticeable English accent, Tombstone replied, "Miss Luna, always a pleasure. Though...may I remind you that you are to refer to me as 'Miss Cinch' whenever possible."

Not having the patience for any false pleasantries, Luna went straight to the point. "What are you doing in my home, __Miss Cinch__?"

"I am here to discuss a certain... _ _issue__ that has come up as of late," Cinch answered cryptically. "However, all those stairs I had to climb to get here has left me a bit exhausted, so I'd prefer if we could talk about this matter __inside__ your apartment instead of out here. I'm sure you understand."

It didn't even take a full second before Luna answered with a blunt "No."

Seeing Cinch's perplexed look, she clarified, "This is my home, and it is reserved for me, my friends, and my family. You are neither. And if this is about business, then you can take it to my office at working hours just like everybody else."

Cinch got a dangerous glint in her eyes and coldly clarified, "...That wasn't a request."

Luna met her glare with one of her own, but she stayed silent while she did so.

 _ _'Hmmm...so Sombra decided to send Abacus 'Tombstone' Cinch of all people to ask me a few questions...even though he could have just given me a call for that. Or alternatively...she's here to kill me where there are no witnesses to implicate him. Still strange that he would send Tombstone for something like that, given how many mercenaries, serial killers and assassins he has in his pocket who are far more suitable to his wetwork and far less valuable to him than Cinch is in the long run. Plus, she wouldn't be caught dead carrying out hits like a common thug, even if Sombra told her to. Maybe this is just another one of his foolish attempts to show his respect to me? If so, then I am not amused.'__

Curious about her intentions, Luna eventually agreed. "Very well, then," she said, stepping aside to let her new 'guest' come in.

Cinch entered the apartment without saying a word to her reluctant host. Then, she spared a moment to take in the peculiar intricacies of Luna's flat...and she raised an eyebrow.

"Of course. __Another__ dimly lit place to do business in..." Cinch commented under her breath.

Luna heard the comment though, and when she walked back over to the couch she had been lounging on before the unwelcome interruption, she quipped, "I have seen __your__ office, Abacus. You have no right to complain."

"Yes...well, at least I have an excuse to avoid the sun. Albinism can be such a bother."

Having already slouched down on the couch, Luna urged, "Cut to the chase! Why did Sombra send you?"

Cinch's calm demeanour vanished in an instant at the mention of that name, and she grabbed Luna by the hem of her bathrobe, pulled her close and warned, "We do __not__ use his name! Say it again, and the consequences will be most dire for you!"

Luna said nothing. Instead, she just rolled her eyes and sighed.

Cinch grunted and let go of her, letting Luna fall back on the couch with an annoyed expression on her face.

Having gotten her message across though, Cinch decided to take a seat at the nearest available chair. While she did so, she once again resumed her stoic and unflappable disposition, turning as cold and lifeless as the type of stone she got her nickname from...metaphorically speaking, that is.

However, in her hubris, Cinch didn't notice that the chair she was just about to sit on was already occupied until __after__ its occupant began to screech at her...thus making the normally very professional businesswoman jump with a panicked screech of her own.

She didn't have time to compose herself when whatever it was she just sat on jumped out of the chair, climbed up on the couch and perched itself on Luna's shoulder.

Cinch's first instinct would be that the creature was a cat or possibly a small dog, given its general size and the fact that it lived in Luna's apartment. However, that idea flew out the window as soon as she spotted the slightly rat-like tail it seemed to possess. It was also way too big to be a common house rat for that matter. Only once she saw the animal in the relatively lit place on its owner's shoulder, __then__ she could identify it.

"A possum!?" she snarled in disgust.

Luna was desperately trying to keep herself from keeling over from laughter at the apparently unflappable Tombstone's less than dignified reaction to meeting her little pet marsupial.

"Hahehehehhahahahahha! Oh, oh, did little Tibbles scare you too much, O-mighty Tombstone? hehe!" Luna taunted in a mocking tone that Cinch did not appreciate in the slightest.

She then scratched the possum a little under his chin to make him calm down while she proceeded to do the same. "In all seriousness though, is it really fitting for someone of __your__ reputation to show fear of a small furry mammal like my dear Tiberius?"

In an attempt to spare whatever dignity she had left, Cinch clarified, "It is __not__ fear. I simply have a few...allergies."

"Of course you do..." Luna muttered with a smug grin.

Cinch then pulled up another chair, made sure this time that no other animals were sitting on it, then took a seat and gave her host a calculating look.

She stayed silent for a while...then she asked, "Tell me, Luna...what exactly does the name...'Nightmare Goblin'...mean to you?"

To Luna's credit, the only visible reaction she showed was a small frown and a moment of silence while she processed the question. Eventually, she replied, "Not much aside from the fact that it sounds a lot like an 'Ogres and Oubliettes' monster. However, if you are referring to an incident near the docks recently involving a mad bomber in a goblin costume, as well as the unfortunate deaths of two innocent dockworkers, the hospitalisation of a third, a staggering loss of eight-thousand dollars worth of technology, oh, and then there were those two goons who died there as well...then I would say that it is deeply troubling for me, my sister and our company."

"I'm sure it is..." Cinch mused with a certain amount of sarcasm in her tone. "However, I do feel compelled to ask if you have something more to tell us about this mysterious attacker?"

Luna sighed, then sat up a bit, letting Tiberius curl up in her lap. "I only know what I have been told. I wasn't there...if that was what you were implying."

"Luna, don't you think it's a remarkable coincidence that the same shipment that you tipped us off on was the same exact one that this 'Goblin' attacked? Furthermore, we have also determined that she was using a considerable amount of CelestiaCorp technology. Do you honestly expect me to believe that you had absolutely __nothing__ to do with this?"

"In case you didn't know, CelestiaCorp was raided a couple of weeks ago, and several of our high-tech weapons, including a glider and a couple of smart bombs, were stolen," Luna explained while starting to sound a bit frustrated. "And...as a result of that theft, I have lost the payment and terms of our agreement, as well as the expensive technology in the container that was destroyed, __and__ all our research into the tech-flight gliders have been shelved indefinitely. Now please tell me just what __I__ could possibly hope to gain from any of that?"

Tombstone considered it for a moment while she took the time to clean her glasses with a napkin. Her logical mind suggested that Luna was likely telling the truth, given that her logic was sound and she showed no obvious signs of lying...

... _ _However__...there was one little detail left that still brought that into question.

"...There is one other thing. While the official records speak truthfully about what the survivor, Amethyst Star, recounted, she was not our __only__ witness. The mercenary we call 'the Shocker', also survived, and told us a few things about the incident. The most interesting by far being that this 'Goblin' person referred to the Crystal King... _ _by name.__ "

That made Luna's eyes widen in surprise for a second.

So far, she had remained stone-faced, nonchalant or unflappable since the goblin was mentioned, but that one moment of weakness broke that façade just long enough for the ever-perceptive Cinch to notice.

Glad to have found a weak spot in Luna's tough exterior, Tombstone pressed on a bit more, "...And, as you so disrespectfully just demonstrated, __you__ are one of the few people alive who are privy to that information. So...how do you suppose she learned of that name?"

"I, uh...I don't know how she..." Luna stuttered, now on the verge of starting to panic. Her eyes darted back and forward, and a small drop of sweat had begun to form on her forehead. "...I mean...there must be...a..."

Then, all of a sudden, she calmed down...and looked Cinch straight in the eyes without blinking.

Something in Luna's attitude changed right then and there. It wasn't particularly obvious, but there suddenly was a certain glint in her eyes she just didn't have a second ago. The tone of her voice even changed a little...while the tiniest hint of a smile graced her lips. "Hehe...heha...hahahah...Your arguments would have been funny if they weren't so...pathetic."

"I beg your pardon?!" Cinch questioned in a perplexed tone, obviously confused by Luna's response and rapid change in demeanour.

Luna casually leaned back, any sign of anxiety or distress was no longer noticeable. Instead, she was confident, relaxed, and strangely enough...a bit happy for whatever reason.

Her new attitude was also reflected in her choice of words. "My dear old Tombstone, you are just too adorable when you act like __you're__ in control. Of course, being the control freak that you are, you have to have your delusions about being in control of the criminal network you're managing, right?"

Cinch gave Luna an angry scowl, "What is the meaning of this?! I asked you a question, and you __will__ answer it!"

"No. Hehe...no, I won't be answering any questions from __you__. I don't talk with walking sock puppets."

Tombstone's face turned red with anger. "WHAT DID YOU JUST CALL ME?!"

"That's what you are, aren't you?" Luna answered mockingly, not intimidated in the least by the older woman's temper. "You know as well as I that our mutual 'friend' doesn't really __have__ friends...or even equal partners. He only associates with three kinds of people: enemies, slaves and unwitting pawns. So tell me, Cinch, where does that leave you?"

"He is my employer. I only work for him because it benefits __myself!__ "

"So...unwitting pawn then? Figures." Luna noted with a pleased sigh.

Cinch slammed her fist down on the armrest of the chair she was sitting on hard enough to audibly crack it. "Enough of this nonsense! Answer my question or there __will__ be consequences!"

"Hahahaha-hahahahaaa! As if you could do anything to me!" Luna boasted, now sporting possibly the most psychotic smirk Cinch had ever seen on the normally more stoic woman. "So what if it __seems__ as though I'm in league with this crazy masked terrorist? Which, for the record, I'm not. You have no evidence against me, so you cannot take it to the police. And if you or your master decides to take care of me the old fashioned way, I have...well, let's call it 'life insurance'."

At the mention of that, Cinch calmed down a little. "...And what exactly is this 'life insurance'?"

"Evidence," Luna began while she put Tiberius on the seat next to her and stood up. "...evidence that that will expose Sombra's name and accompanying face to the light. While that obviously wouldn't stop him, it __would__ make him very...let's just call it...'upset'. More than that, the same evidence will put you, Toomy, behind bars for the rest of your days."

"How so?" she scoffed.

Luna took a few steps towards her. "I have records of what really happened at Starswirl Laboratories...records that mention you by name back when you served as a puppet for Tirek and the Canterlot Maggia...including your involvement in the abductions and unsanctioned experiments on people like Adagio Dazzle, Fizzlepop Berrytwist, Scorpan, Aria Blaze, Chrysalis, Stygian, Sonata Dusk, my sister and ME!"

Luna was practically seething with rage by the time she finished that sentence, and even Cinch was taken back by the force of her words...though the stoic businesswoman made as much of an effort as possible to not show that.

"Now, if something were to 'happen' to me, I have arranged to have all of that information be leaked to the public...which is why he cannot hurt me without a very good reason."

Cinch thought about that for moment, then pointed out, "If you do indeed have such incriminating evidence, why haven't you already leaked it? Surely, that would have saved you a lot of trouble."

"Of course, I __could__...but then where would that leave me? That's right, it would be to sign my own death warrant! Not even __I__ am reckless enough to pick a fight with the Crystal King, and he knows it. Whoever this goblin is that you're looking for, it is clearly someone a lot dumber or more insane than I am."

Having heard all that she needed to hear, Cinch stood up and stared Luna face to face. "For your own sake, Luna, I hope you are correct about that."

She gently pushed Luna aside and took a few steps towards the door out, but then stopped midway and said, "However, if I discover that you are indeed involved with the Goblin, then the Crystal King will have to remind you of what happens to those who disrespect him."

With a smile forming on her face, Luna replied, "In that case, tell him if he truly wants to get rid of me, he will have to come do it himself."

Without another word, Cinch snorted and then walked out of Luna's apartment, the armoured front door closing behind her.

Tombstone may not have tolerated being disrespected, but Luna was a very personal issue for the Crystal King, and the very last thing she could possibly want right now would be to incur his wrath. With no evidence as of yet, it would probably be a good idea to hold off on any actions right now.

However, after she had left, Luna ended up staring at the closed door for over a minute without really doing anything.

Then...she began to giggle...

"Mhmhmhmhehe..."

...then the giggle turned into a chuckle...

"...hehehheheheh-hahaahahahahahah..."

...and then the chuckle turned into a full-blown laugh.

"HAHAHAHAHAHAHAHAHA-HAAHAHAHAHAHAHAAAA!"

She just couldn't contain herself...nor could she stop her laugh from turning even more crazed and irrational.

"HAHAHAAAAHHAHAHAH-HAHAHAHAHA-HAHAHAHAHAHA!"

Not only was her voice turning more and more mad, but also her eyes as well.

It was often said that a person's eyes were the windows to their soul. And if that was true, then it would become clear by now given how her pupils started to become slit like a cat's and turn as focused and predatory as a tiger stalking its prey...that it was __not__ Luna's soul that was looking through her hysterical eyes.

It was someone else... _ _something__ else...

"HAHAHAHAHAHAHAAAHAHAHAHA-HAHAHAHAHAHAHAHAAHAAA!"

"Having fun, are you?" A voice suddenly asked her.

The madly cackling 'Luna' calmed her laughter down a tad and turned to look at her nearest reflection, which turned out to be a big, full-body mirror standing just outside her bedroom.

However, her reflection did not have her crazed eyes or maniacal smile, but instead had Luna's regular eyes, and instead of a smile, the reflection reserved a stern and unamused glare. Her arms were even crossed for added effect.

The Luna outside the mirror sounded very happy with herself when she gleefully answered, "Most definitively! But not nearly as much as when I got under the skin of that stuck-up control freak. __That__ was a privilege!"

Her reflection rolled her eyes.

"My dear sweet little Luna, don't be so glum. Even __you__ had to have enjoyed that."

"I do not enjoy having my body hijacked, Nightmare!" Luna, now trapped outside her own body, shouted from the mirror.

The Nightmare Goblin, now in control, gave her other half an irritated look. "Nor do __I__ enjoy having my own existence reduced to being nothing but a bad dream! Besides...you were sweating up a storm when Cinch was interrogating you, and I had protect myself just as much as I had to protect you."

Luna snorted, "Please, with the way you were acting, you might as well have just confessed to what you did right then and there! At least then nobody other than you and me had to die."

"Oh, are you still hung up over those poor little dockworkers we blew up?" the Goblin asked in a patronising way. "You know as well as I that Sombra won't fear someone who isn't afraid to get her hands a little dirty. Sacrifices will have to be made."

"THOSE. WEREN'T. __SACRIFICES!__ Those were living breathing people who did not deserve to be punished for my personal vendetta! But I suppose a psychopath like you wouldn't know that, would you?"

"My sweet deluded Luna...who is it that succeeds in the business world these days? Is it the friendly and naive little do-gooders who humbly asks permission before doing anything...or is it the ruthless and efficient psychopaths who are prepared to go to any lengths to achieve their goals? Now, I don't know about you, but I think you need a little psychopath inside you to survive in this cruel and unforgiving world."

"I __NEVER__ needed you!"

"Yes you do! If it wasn't for me, CelestiaCorp, the company you built out of your own sweat and blood, would have fallen into the hands of that power-hungry snake Sombra or that tantrum-ridden manchild Mr Storm! I am the one thing keeping those wolves from taking the thing you love away from us!"

"Be that as it may, it still doesn't change the fact that you have turned me into a murderer!"

"Aww...but that is why you have me around to love you...why I am around to do the things your morally-poisoned mind would never think of doing. I'm the you without all that guilt and mercy holding me back. Face it, Luna, you need me...and I need you."

Luna could only look at her hated shadow with contempt.

"One day, Nightmare...one day I will find a way to get rid of you...even if it is the last thing I do."

"Haahahahahahaha! Well then...good luck! Hahahahahahahhaahha-HAHAHAHAHAAAAA!"

* * *

 ** **Author's Notes****

And we have some more of our main villain here!

Now, me being a huge fan of the various goblins that appear in various Spider-Man media, there was no doubt that some version of the character was going to appear here. But why did I choose Nightmare Moon for the role?

At the time, it seemed like the best fit all things considered.

While Discord seemed to be a good match...there's something that just feels wrong with casting him as the goblin. Now, Discord may be a villain, but I have a hard time seeing him outright kill people who get in his way the way Green Goblin does. Not only is he not all that evil, but even if he was, I figure Discord would rather use creepy mind games on people and toy with them rather than throw exploding pumpkins all over the place. A bit more like Batman's Joker rather than the Goblin.

With the benefit of hindsight, I now realise that the Storm King from the MLP movie would have been an excellent candidate for the role of Norman Osborn/Goblin, given that he has a similar form of humour but seemingly more comfortable with killing people than Discord was. However, by the time I saw that movie, I had already started writing this thing.

Now, as for Nightmare Moon...she fit quite well with the whole split personality thing present in some Goblin adaptations...and also how she seemed more than willing to kill ponies if they ended up in her way (think of how she gave her own sister no quarter). She also had the Halloween-theme going for her...given that she basically created the holiday in Equestria...and she definitively got the laugh.

Plus, with Luna in this position, it gives me an opportunity to write a more tragic and deeper villain than if I had gone for the other choices.

* * *

Oh, and speaking of villains, since I apparently have nothing better to do with my time, I have ended up writing a list of my top ten favourite Spider-man villains and my top ten favourite My Little Pony villains for your amusement.

However...since I don't want to completely overwhelm you here and now will I only add the MLP villains in this chapter...while the Spidey villains will probably end up in the author notes for the next chapter.

One thing I will make clear on this list though is that it is only about who I think was the best __villain__. This means that despite how much I love Sunset Shimmer after her reformation, the fact that I didn't like her when she was a villain means she isn't on this list. I will judge reformed villains on __how__ they were reformed, but not anything they did after the reformation that wasn't evil or antagonistic.

Honourable Mentions: **the Windigoes** (haunting evil ice spirits that feed on hatred? Hell yes!), **the Pony of Shadows** (That animation...and that design...just...wow, just wow. However, his dialogue is a bit too cliche for my liking), **Wallflower Blush** (Finally, an EG villain who doesn't transform into a raging she-demon, but instead has the interesting ability to wipe memories off of people. Also, she's really adorable), **The Flim Flam Brothers** (I don't know how much these guys qualify as villains, but I love them all the same. Their songs are just so catchy) and finally dear old **Grogar** from G1 (best MLP villain from the 80s hands down. If only he could show up in FiM some day...)

 **10: Lord Tirek (** **G1** **and** **G4** **)**

To be honest, this old centaur isn't really my cup of tea...but he is cool enough to at least get a spot on this list...even if it's just at number ten.

Now why do I like this guy? Well first, he was the very first villain in My Little Pony, like... _ _ever__...and, except for Grogar, was the best bad guy back in G1, with his menacing voice and surprisingly dark dialogue. Then in G4, he had one of the best introduction scenes of any villain in the show. Plus, the way he managed to beat the much more powerful Discord with nothing but his silver tongue was very impressive.

 _ _However__...when he starts to gain more and more power, he basically becomes another character, and that character is not nearly as frightening or entertaining for that matter. He loses his creepy voice and instead start shouting at everything like a spoiled child, and unlike, say the Storm King, he isn't even remotely funny when he does it. Plus, by the end, he becomes so powerful that the plot needed to dial the usual deus ex machima up to eleven just in order to believably defeat him.

...Though I will admit that Dragonball-like fight with him and Twilight was pretty sweet.

 **9:** **Nightmare Moon** **(plus the** **Tantabus** **and** **Daybreaker** **)**

Day and Night...Light and Darkness...Sun and Moon...it's a battle as old as time itself. It's like Ra and Apophis of ancient Egyptian legend.

Nightmare Moon might have the most interesting potential story out of all these villains, with how petty jealousy allowed the young Luna to be corrupted into a being of pure nightmares. Her appearance was awesome (especially in later seasons when she got vampire fangs), she had a good evil laugh, good motivations, and the power to be a convincing threat to Equestria.

So why is she so low on this list?

It's simple. It's because nearly all of her potential was wasted by casting her as the starter villain. Season 1 is without a doubt my least favourite season of the show, and that's mainly because of the 'not-quite-there yet' writing and early instalment weirdness...and Nightmare Moon took the brunt of it.

Instead of being this deep, tragic, and sympathetic antagonist who I would love to see a proper redemption story for...we got a cliched saturday-morning cartoon villain/Maleficent-wannabe who gets defeated by a magical rainbow at the end of the second episode of the show...while I was still trying to remember the main characters' names!

However, she did make a few returns in dreams, flashbacks and an alternate timeline that all went good ways to redeem her as a villain, and when her counterpart: Daybreaker, hit the stage, it was enough to get the corrupted princesses a shared spot on this list.

Also, Nightmare Moon probably had the greatest impact on the show out all the main villains introduced in it. It was her return that brought the Mane Six together and gave them their elements, and it was Luna's corruption into Nightmare Moon that defined both hers and Celestia's character arcs throughout the series...even leading to the creation of the dream monster known as the Tantabus...another good antagonist in its own right.

So in conclusion: great idea, not the best execution.

 **8:** **Queen Chrysalis and the Changelings**

Initially, my opinion of Chrysalis and her army of minions were very similar to Nightmare Moon...in that while being a very cool concept, they were ultimately wasted potential in their debut.

The Changelings were a whole race of shapeshifters who fed on love, and saw ponies as little more than a food source and were lead by a tyrannical queen who would stop at nothing to make sure she and her children would reign supreme.

Too bad the season 2 finale focused more on wedding drama, with a certain bride who just so happened to be one of these creatures...oh, and then there was an invasion that lasted for about...five minutes give or take before getting blasted off Team Rocket style.

However, they __did__ eventually return, and when they did in season 6, they proved just how dangerous and sneaky they could be, having captured and replaced almost everyone of importance right under everyone's noses, leaving only a small group of reformed villains around to stop them.

Not only that, but Chrysalis also showed just how evil she was, and more importantly, how freaking creepy she could be. Damn that exorcist-style neck-twist was horrifying. Also, she seems on her way to becoming the most reoccurring villain around...which is something I welcome with open arms.

Heck, I even have a small pillow of her in my room. That's how cool I think she and her brood are.

 **7:** **Tempest Shadow**

Ah, yes...the edgy OC...that...actually works? Huh? Well, I'll be damned.

Now here's someone who's read the 'how to be badass' book (if there is one). Let's see, badass armour, __really__ cool and intimidating voice, can kick ass even with a noticeable handicap, and to top it all off, she's a great singer.

She's also a well-rounded character with a decent backstory and motivation, and her inevitable turn to good was very believable (at least more than Luna and Sunset's).

However, I'm not __as__ crazy about her as a lot of other people are. One of the main reasons why is because the movie focused so much on her that the Storm King (we'll get to him later) didn't get nearly as much screentime as a result...and I was waaaay more excited for him personally.

Also, it is worth mentioning that while she may have had most of the focus in the movie, Tempest was ultimately just a pawn for the Storm King, and only was in on the whole invasion because she thought he could give her what she wanted, and ultimately, everything that made her a threat (minions, airships, overpowered green orbs) came from him. Mind you, that doesn't weaken her character in the least...but this is a favourite __villain__ list, not best character list, so that fact does remove a few points from her.

 **6:** **King Sombra**

While this guy had even less screentime than Nightmare Moon did, I honestly think he served as a much better villain. In fact, his more subdued appearance made him far more terrifying than any other villain in the show (and that includes Lord Tirek).

By staying in the shadows for most of his appearance, he never got caught monologing or fell to his own arrogance like so many other villains have done. The fact that most of the conflict comes from things he set in motion a thousand years earlier showed his cunning, and the way the crystal ponies reacted to him showed just how feared he was.

Plus, he __enslaved__ a whole kingdom, tormented others with their worst fears and in at least one timeline instigated a __world war__ by brainwashing his own people...in a show called 'My Little Pony' no less!

Not to mention did he have a very good backstory in the comics (that is if Hasbro considers it canon).

Overall, a very underrated villain, and one I would love to see return in the future.

 **5:** **Storm King**

Let's just get one thing out of the way: I freaking LOVE the Storm King! He's funny, he's entertaining, and threatening at the same time! Kinda like Aku from 'Samurai Jack', or Hades from Disney's 'Hercules' if you ask me...or the Hades from 'Kid Icarus' too I guess.

This monkey-satyr-yeti-guy brought down entire countries to ruin, stole all their riches and left them in shambles, not caring one bit about what happened to them afterwards, then he manipulated Tempest into working for him under a false promise before he sent his army to invade the peaceful lands of Equestria in the hopes of stealing all their magic for his own selfish needs...and despite all that, he also manages to be a funny, laid back, and surprisingly friendly guy...at least when he feels like it. The many layers this character showed (though mostly in the prequel comic), instantly made him one of my favourites.

Plus he uses freaking airships! No way that's not awesome!

I also really like his yeti minions for whatever reason. They're just the perfect blend of threatening/goofy for the movie. My heart still goes out for that one Storm Guard that Fluttershy made friends with near the end.

However, the thing that is preventing me from putting the Storm King any higher on the list would be his relatively little screentime in the movie proper. While he definitively owned every single moment he was on screen, and got a lot of good scenes in the prequel comic, I just wished I could have seen more of him on the big screen.

Oh, and speaking of limited screentime...

 **4:** **Midnight Sparkle**

Three words: Evil Twilight Sparkle. Evil. Twilight. Sparkle. EVIL! TWILIGHT! SPARKLE!

After you managed to wrap your head around that idea, and how that is instantly so awesome on so many levels, I will say that the few minutes Midnight Sparkle was on screen in both Friendship Games and Legend of Everfree were the best parts of those movies.

In Friendship Games, she was a perfect way to a have bombastic ending to a relatively tame conflict, and in Legend of Everfree, she was a representation of Twilight's own psyche, and how much she feared becoming a monster again. It kinda reminded me of the episode 'Haunted' from 'Teen Titans' where the villain Slade managed to haunt Robin even after his death. It's the part where the very idea of the villain is just as dangerous as the villain itself.

Besides, just hearing Tara Strong go all egomaniac was beyond entertaining.

 **3:** **Starlight Glimmer**

After seeing more and more menacing and obviously evil monsters put in as villains, it was a nice change of pace to have a completely different antagonist for season 5, and Starlight Glimmer certainly delivered.

The concept of a creepy cult lead by someone completely devoted to a certain extreme mindset is nothing new, but the theme fit surprisingly well for Friendship is Magic. Starlight surprised me a bit by how complex a character she was, and also how incredibly crafty she could be...especially in the finale.

While her backstory could use some work, I do like the scene where Twilight convinces her to give up her evil plans and turn over a new leaf. Also, it's good to see a villain for once __not__ be defeated by a sudden blast of magical rainbow-lasers.

Plus, she's the main antagonist of two of my favourite two-parters in the whole series. That got to give her some points as well.

 **2:** **Discord**

Favourite character in the entire show, and the only reason he isn't number one is because his days as a villain seem to be getting more and more distant.

He's hilarious, clever, charismatic and surprisingly menacing. He has the powers of a god, yet he acts like a young brat in an old mismatched dragon's body. His motivations are refreshingly simple: he only wants to have his fun regardless of what anypony else thinks. Plus, he fits the Trickster archetype to a tee, and those are without a doubt my favourite characters in all of fiction.

He was the first really good villain the show had, and pretty much set the bar for everyone who were going to show up after him.

More than that, I doubt there is anything I can honestly say about Discord that hasn't been said a million times before...so let's just move on.

 **1:** **Sirens/Dazzlings**

What made Rainbow Rocks so awesome? How did it take the cliche storm that was Equestria Girls and turned it into one of the best things FiM has ever given us? The answer is, of course, Sunset Shimmer, __buuuuut__...then there are also these three.

Adagio, the deliciously evil mastermind who always seems to know what to do to make everything go her way, Sonata, the ditzy wannabe villain who never disappoint in making the others facepalm, and finally Aria, who never misses an opportunity to belittle Sonata, leading to some pretty amusing banter. Together, they form the most entertaining yet also dangerous group of villains in the show, and nothing would give me more pleasure than to see them make a return sooner or later.

Out of the three of them, Adagio is definitively my favourite, with her constant evil grin that is creepy as hell, her completely outrageous and fabulous fluffy hair, and also the entertainingly sarcastic voice she uses when she speaks. The fact that her plan was almost flawless and only lost because of Sunset's last minute contribution at the end makes her even better.

While I'm not big on waifus, and think the concept is really silly, Adagio is making me see the appeal a bit...if she wasn't completely evil and would probably want to turn me into a mind slave or something.

Anyway, this is my list of favourite MLP villains. Hope you enjoyed it, and if you think differently, then by all means continue doing so. This is just my personal opinions.

* * *

 **Guest**

That was amazing. Can't wait

 **Thank you. Well, here's the next chapter then.**


	19. Rainbow's First Act of Heroism

**Minisode**

 **Rainbow's First Act of Heroism**

The Sugarcube Corner Bakery was usually a very happy and warm place to be in...where people young and old could get away from their daily worries and talk over a cup of coffee or one of Pinkie Pie's legendary cupcakes.

The key word in that piece however...was 'usually'.

"I'm never getting that image out of my head..." Twilight groaned while blankly staring into the chocolate milkshake she had just ordered.

Right now, neither she nor any of the other four teenagers sitting at her table felt anything close to being warm or happy.

"Tell me about it," Pinkie Pie commented in a sour tone that sounded pretty much the opposite of how she was usually like. Heck, even her once poofy hair was hanging straight down as if it had lost all of its energy. It was a depressing sight indeed.

Spike looked between the two uneasily, not really knowing what to say, while Fluttershy looked ready to burst into tears at any moment and Applejack was just silently staring out the window aimlessly.

"Hey, look on the bright side..." the boy eventually tried, only to be met by the combined glare from everyone else at the table after he had spoken up. He carried on regardless though, even if he suddenly got a bit more nervous about it, "I mean...it could be worse...right?"

"I appreciate the sentiment, Spike, but thinking about how it could be worse isn't making me feel any better right now," Twilight grumbled before resuming her endless stare-down with her milkshake.

"Was that, um...the first time you've ever seen someone...well, um...die before?" Fluttershy asked, a sympathetic tone covering her words.

"No...but it was the first time I've seen that much blood..." Twilight answered, still sounding a bit shell-shocked. "...at least from a real live person."

"You know..." Pinkie started, still sounding uncharacteristically monotone. "...I never plan funerals. I will throw parties, weddings, birthdays and Hearth's Warmings all the time...but I __never ever__ throw funerals."

As she carried on however, more and more anger became evident in her voice.

"They just feel wrong. There's no laughter, no fun, no joy, no smiles, __nothing!__ They're not about making you feel happy, they're about making you feel sad! And you should never be sad! Not when you could be happy instead! Please tell me no one will throw one of those sad, no fun parties when I die! I never want people to be sad because of me!"

"So...I take it you won't be coming to Firefly's funeral then?" Spike guessed, still sounding a bit nervous as he did so.

Pinkie looked a bit uneasy at the question, her eyes darting all over as she thought about it. "I...I...I don't know! It's not like I don't wanna be there for Dashie, but...but...I HATE FUNERALS!"

She then proceeded to break down into sobs while a fountain of tears started to flood out of her eyes. Whatever the emotion she had, whether it be happiness, anger, boredom, curiosity, love or sadness, Pinkie always went all or nothing about it. Subtlety was just not something for her...even at the worst of times.

Fluttershy put a comforting hand on Pinkie's back and began to pat her gently to show sympathy for her situation. "Shh...shhh...there, there, Pinkie...we won't force you to be somewhere you don't want to be," she assured, her tone soft and comforting, even by her own standards.

"But, uh...if you all feel this bad about all this..." Spike spoke up. "...then how is Rainbow Dash handling it?"

"She cried herself to sleep last night," Fluttershy revealed, sounding very sad as remembered the teary eyes and anguished screaming of her oldest friend. "...and now...now she's locked herself in her room and won't come out no matter what. I can't even imagine what she's feeling right now."

"Me neither," Twilight agreed.

"I can," Applejack stated, finally saying something after having so far been silent and aloof.

The others, even the sobbing Pinkie Pie, looked at her with looks of sympathy or curiosity depending on who you asked. Applejack however just continued staring out the window with a neutral expression on her face while she took a deep breath and explained. "Rainbow's been cutting herself off from everyone 'cause she got it in her head it will make things easier."

After a pause, she finished, "It was the same for me when Buttercup and Bright Mac passed on."

Before she knew it had a crying Pinkie Pie already buried herself in Applejack's chest while she had her arms wrapped tightly around her. "I'm...I'm, I'm so, so, sorry you had to go through that, Applejack," she cried out between sobs. "It's just so sad..."

"It's alright, Pinkie," Applejack assured while putting an arm over Pinkie's shoulder, "It was a long time ago."

"That doesn't mean it doesn't hurt anymore!" she insisted, now sounding even more distraught.

"That's true," Applejack agreed in a slightly sullen tone, one that hinted at a lot more pain than she was willing to admit she still had. And even though her face didn't show it, Pinkie knew just how much pain AJ carried on the inside...especially when she thought about her mom and dad.

Applejack then got a glint of determination in her eyes and gently disentangled herself from Pinkie Pie while she hastily got up from her seat.

With her mind set, she said "I gotta go," before she started to head for the exit.

"Go? Go where?!" Twilight asked before she had a chance to leave.

While she was half-way through the door out, Applejack briefly stopped and turned around, "I'm gonna have a talk with Rainbow Dash, whether she likes it or not!"

* * *

The state of Rainbow's room was a complete mess...well...even more than it usually was.

Loud, obnoxious rock music blared out from her computer, drowning out the sounds of the world outside. The door was locked and the blinds to her window was shut tight, not letting even the tiniest speck of sunlight lit up the unhealthily dark bedroom.

From the looks of things, it was clear she didn't want any company. Hell, not even Tank was allowed inside right now, leaving the poor tortoise sitting just outside the door, patiently waiting for his owner and best friend to let him back in.

Rainbow Dash herself was probably even more depressing than her room was though.

She may not be sobbing anymore, but she was a far cry from being happy in any sense of the word. She had rings around her eyes from a clear lack of sleep, her hair was messy and dishevelled, and she was doing nothing productive with herself other than lie in her bed, stare at the ceiling and occasionally take a sip from a bottle containing a substance that she was not allowed to legally drink until she were a few years older at least.

For the last day and a half, she had only occasionally been seen outside this room, and even then, she mostly avoided everyone else and refused to even make eye contact with someone she knew.

She was so cut off from the world that she didn't even hear...or possibly care...when someone was slamming on her door to get her attention for the umpteenth time.

However, it was a bit harder to ignore when the person on the other side eventually lost their patience and decided to actually slam the door wide open with a kick so hard that it made Rainbow jump despite the loud music in the background.

"What the fuck, AJ?!" she cursed the moment she saw who it was.

Applejack for that manner didn't waste any time before she ran over to Dash's computer and quickly pressed a button to turn the obnoxious music off, then gave her friend a hard scowl. "Landsakes, Rainbow! Do you wanna get deaf listenin' to that ruckus?!"

Rainbow groaned and looked away, not feeling in the mood to be lectured on good behaviour.

AJ then noticed what was in her hand, "...and please tell me that ain't what I think it is..."

Dash's eyes widened in panic, and she immediately tried to hide the bottle under the cover of her bed.

It didn't fool Applejack in the least though, who merely glared at her wordlessly with her arms crossed. It wasn't quite a Fluttershy stare, but it did the trick, and Rainbow soon sighed and handed the bottle over to her.

After having read the label on it, Applejack pinched the bridge of her nose and let out a groan of her own. "Hard cider...where in blue hill did you even get this?"

Rainbow looked away guiltily, giving Applejack a pretty good idea on the answer to that question.

"You better hope Granny never finds out about this..." she grumbled irritably.

With a clear tone of anger in her voice, Rainbow suddenly sat up straight and asked, "What are you even doing here!?"

Applejack put down the cider bottle on Rainbow's desk and let out a deep sigh, then gently took a seat at the edge of the bed. She kept her voice calm and sympathetic when she answered, "I'm here because I care about ya, Rainbow."

Dash snorted humorlessly, "Well you sure have a weird way of showing it!"

"But I do care," Applejack insisted. "It's called tough love. You should try it sometime. And I know for a fact that drinking away your problems won't solve a goshdarn thing, and neither is hidin' from them either!"

"THEN WHAT!?" Dash nearly screamed. "What do you think I should do with myself?! Go into therapy, confess all my sins, yoga? She's dead...and it's all my fault! It's all my fucking fault! How do you expect me to live with myself after something like that!?"

Tears that she had kept in all day started to leak from the base of her eyes once more, but she tried her best not to break down into sobs this time...though given how she felt at the moment, that was a steep uphill battle.

"Well...you can start with not beatin' yourself up over it," Applejack suggested. "What happened...happened, and it sucks...it really does...but I promise you...it will get better...at least if you let it."

"And if it doesn't?"

Applejack put a comforting hand on her shoulder and looked her straight in the eye. "It will," she assured in probably the most sincere voice Rainbow had ever heard from her.

A moment of silence passed between the two as Dash started to process what her friend just told her.

 _ _'That's it? Just...it's gonna be better some day? Sure doesn't feel like it, but hey, what do I know? I'm just the stupid impulsive adrenaline junkie who keep telling herself she's awesome when she's clearly anything but. At least AJ knows how to make something of herself...because I sure don't.'__

After thinking about it for awhile, Rainbow eventually decided to ask, "So...um, how did you get through this...you know when..?"

Applejack didn't answer that right away. Instead, she took a moment to think about it, to make sure she said it right, and as honest as possible.

"It...was hard.

"When we were told what happened to Ma and Pa, I refused to hear a word of it. I lied to myself and to everyone else, pretended to be fine so I would be no bother to anyone. I bottled up my feelins', lashed out at everyone else, even drank some of Granny's hard cider without permission just to make the pain go away...but it didn't help none. In fact, it just made everythin' a whole bunch worse.

"It was only once I came clean and told my family how awful I felt that I could let go of it. That was also when I learned that even with my parents gone...I still had Applebloom, I still had Granny Smith, and I still had Big Mac...and I needed to be there...for them, to make sure they were alright."

"So...it's that easy, huh?" Rainbow asked. "Just...remember that you have people you care about and the pain just magically goes away?"

"No, it ain't easy at all, but that don't mean you shouldn't try. Look, I get that you and your Ma were close and all, and that you feel responsible for what happened to her, but punishin' yourself for it wouldn't be what she would have wanted, would it?"

After a pause, Rainbow replied, "...Probably not."

"Exactly! And, well...you still have Fluttershy...and your Pa...and Scoots...and of course all of us gals, and we need you now too. If you keep punishin' yourself over this, it ain't just you who'd get hurt in the end."

During the time they had been talking, Tank had taken the opportunity to slowly crawl back into the room through the now opened door. And somehow, even though he was a tortoise, he was giving his owner a compassionate smile from his place on the floor.

"...and don't'ya forget about him too," Applejack added after casting a small glance at him.

Rainbow looked at her little pet reptile out of the corner of her eye, and her lips showed a hint of what must have been the closest to a genuine smile she's gotten since Firefly's death.

She looked back at Applejack, then let out a sigh, "Look, I appreciate what you're trying to do, but...well, I think I need some time on my own...to, you know process all of this."

Applejack wordlessly raised an eyebrow.

Dash was quick to assure, "No more cider, I get it! I just...I need to be alone right now...please."

After giving herself a moment to think about it, Applejack nodded and stood up, then picked up Rainbow's stolen bottle of alcoholic cider and took a few steps towards the slightly broken door.

"I'll...fix that later," she assured with a slight cringe. Though it seemed necessary at the time, the whole kicking the door down thing may have been a bit excessive.

Before she could leave though, Rainbow noticed something in Applejack's previous statement, "Wait, hang on! What did you mean when you said I __had__ Fluttershy...as in Fluttershy specifically?"

Applejack turned around and gave Dash a sceptical look. "Are you pulling my leg? That gal's all sorts of crazy about you, she's just too darn shy to admit it!"

"Wha- for real?! Like, for really real?!" Dash gasped incredulously.

"What, you mean y'all didn't know already? And here I thought __I__ was the oblivious one when it came to these things. Heck, me and Rarity used to have this silly little bet on who of you would ask the other out first even!"

Rainbow merely gaped at her with a wide open mouth, looking not entirely unlike a hungry fish as she did so. Applejack smirked a little at the reaction, then tipped her hat and quipped, "Well, at least now you have something else to think about, RD," before she stepped out of her room to give her friend the space she demanded.

Rainbow ended up laying there for quite a while longer...doing nothing other than just thinking about everything that was going on with her.

Without that loud music or an easy access to alcohol, that was a bit easier to do. While the tiny amount she had already drunk still affected her a little, Applejack had luckily taken it away from her before she get particularly wasted.

 _ _'So Fluttershy actually__ is _ _into me? Would have been nice to know that sooner. Right now, I don't even know what to think about that. Arghh...there's just too much, too much stuff in my head right now!'__

She clenched her skull as she felt a new headache coming on.

 _ _'I mean, how could things go south so damn fast?! First, it's life like normal, then I get bitten by some freaky spider and I wake up with a bunch of weird super-powers, and then my mom gets shot! What's next? Is a giant purple dragon gonna trash the town or something?!'__

With a groan, she muttered, "I need some goddamn air..."

* * *

If there was one thing that always helped Rainbow Dash calm down, it was the open sky, and the feeling of freedom it always provided her.

Unlike most people, the prospect of being high up didn't frighten her. Instead, it relaxed her, and made it easier to think. Well, at least after she got over her fear of heights she had as a kid. Plus, the spider-powers helped a lot in that regard.

Currently, she was sitting on the ledge of a five-story concrete building at the very edge of the suburban district where she lived. In fact, it happened to be the very same one she climbed up on over two weeks ago back when she first discovered her new powers.

Climbing it now wasn't as fun as the first time though. Back then, she was beyond ecstatic. Heck, euphoric even, to wake up one day and have the most amazing superpower you could imagine.

Now however...that excitement had faded away.

 _ _'What am I supposed to do with myself?'__ she pondered while she looked over the city from her vantage point.

Before she left the house, she made sure to change into her blue spider-outfit to make it easier for her to swing around. Though once she reached the roof, she took her mask off to make it a little easier to breathe in the fresh air up there.

For the record, she could breathe just fine with the mask on...but it just didn't feel the same as when she was without it.

 _ _'I have these amazing powers like nothing anyone's ever seen...but every time I try to use them for something, things keeps going wrong.'__

Rainbow picked up her discarded mask from the spot next to her and began to stare at it, its big white eyes staring at her back.

 _ _'First I try to use them just to win a damn soccer game and Scoots gets hurt, I nearly sent Gilda to the hospital, I got kicked off my own team,__ and _ _I ended that with yelling at my mom and insulting her when she was only trying to help me. Some daughter I turned out to be.'__ She closed her eyes and tightened her grip on the mask. __'Then I try to use them to win me a new camera by going into a stupid wrestling game, and what do I get?!'__

Dash clenched her teeth in anger. __'I had to watch my own damn mom die right in front of me just because I wanted revenge on some guy who wouldn't pay me! Gilda was right, I__ am _ _a bitch. I am nothing but a stupid, greedy, not to mention selfish, bitch who thinks she's cool.'__

She slumped over and once again came dangerously close to crying again. __'I don't deserve these powers. Not by a long shot. It should have been someone else who'd got bitten instead of me. Maybe Twilight would be smart enough to not make the same stupid mistakes I did, and Fluttershy wouldn't have been selfish and whiny about it in the first place. Hell, Spike even had the bright idea of becoming a superhero. Why couldn't he have been bitten instead? Anyone else would have used them better than I did.'__

She closed her eyes and took a deep breath to calm herself down.

 _ _'With great power...comes even greater responsibility. I get it, mom. But what the hell is the responsible thing to do anyway?'__

A sudden and unexpected ring of her spider-sense came to her attention shortly after that thought crossed her mind. Though, unlike most times that had happened so far, Dash could tell that it wasn't her own life that was in danger, but someone else's.

Someone on the street below was running in distress...and three much bigger guys were running after him. The guys were bigger than herself too. So big in fact that just a month ago, she wouldn't have dared to pick a fight with someone like them if she had any plans of seeing tomorrow...

...but now...

* * *

"...Or you could be a superhero!"

"A superhero, seriously?"

"Of course! With those new powers, you'd be great at it! Just think how many people you could save, how many bad guys you can put in jail, and just how much people will love you. Everyone loves a hero, and I'll say that you might just be up to the challenge."

* * *

 _ _'Look, Spike, that sounds like a great idea and all, but...this is insane! Doing this is gonna get myself killed, I know it!'__

She started to pace back and forth on the rooftop while she pondered what to do. Her common sense and will to live clashing with the part of her brain that told her that she couldn't just turn her back on an innocent life in danger.

Then...another memory hit her.

* * *

"I was just wondering...do you know who you're going to pick for the 'hero assignment'?"

"Not yet. Maybe I can try Daring Do. She got to count, right? I don't know, my brain does __not__ think schoolwork right now."

"Well...I'm just asking because...I think I have decided who I will pick."

"Really? And who's that then?"

"Um...well...you."

"Wait, what?"

"I think...I will talk about __you__ for the hero assignment, Dashie."

"But...why me, Flutters?"

"Do you...remember when we first met?"

"Of course, how could I forget?"

"Then you remember those awful bullies who were always making fun of me all the time back in grade school."

"Yes, I remember..."

"Well, you were the only one who ever stood up to them. You stood up to them... _ _for me__. Nobody has ever done anything like that for me before. Sure, my parents always cared and supported me, but they would never dare to stand up to anyone. To me, you're a hero, Dashie, a protector to those in need. I won't deny that to anyone, least of all to you."

"You...really think I'm a hero?"

"Yes, I do."

* * *

Rainbow stopped her pacing and let out a long...refreshing...sigh.

 _ _'You know what, Fluttershy, I am so gonna regret this...but I just can't say no to you. Okay, let's do this thing!'__

With her mind set, she slipped the mask over her face and jumped off the building, ready to save the day.

* * *

Down on the streets below, a kid, probably no older than 14 or 15, but with short black hair and wearing rugged clothes that had definitively seen better days, was running for dear life.

The boy was quick on his feet, and his youthful energy kept him one step ahead of his pursuers...but it was a losing battle. He had already started to hyperventilate, and in his panic, he wasn't thinking about where he was going and soon found himself running out of potential escape routes.

It certainly didn't help that his three pursuers were positively relentless. Though they, like the one they were hunting, were all teenagers, these three guys were a bit older and much bigger in size than him.

While two of them, the big bald guy who was a bit more heavy-set than the others, and the more tall and lanky one with blonde hair practically covering his eyes, were slightly falling behind due to their lack of stamina, the apparent leader of the trio would do no such thing.

His spiky orange hair, sharp eyebrows and noticeable dragon tattoo on his left arm spoke of a rebellious attitude...but his borderline evil smile on his face as well as the flip-knife in his hand made it clear that this kid was a bit worse than your average teenage delinquent. And unlike his partners in crime, he wasn't slowing down one bit.

Eventually though, the boy they were chasing took a wrong turn and soon came face to face with a solid brick wall at the end of an alley. With the speed he was running at, he practically slammed into it when he did so.

"What's the matter, Thorax?! Nowhere left to run?" the alpha bully asked in a very patronising way.

The boy, apparently named Thorax, quickly turned around, placing his back at the wall while facing his assailants. "L-lo-look Gar-Garble...can't we settle this...ehm...peacefully...please?" he begged with a terrified stutter.

Garble played around a bit with his knife, flipping it back and forth in a subtle show of sadism while his two cronies placed themselves on either side of him to make sure that the kid had no way of escape.

"I dunno..." he replied before giving the other two a glance and a sinister smile. "...Can we?"

They both snickered.

The lanky one of trio, Fume, pulled out a baseball bat from under his black leather jacket and let it menacingly drop in his hand a few times for effect. "Hehehe, sure thing..."

"...If you lay down quietly and let us beat you!" Clump, the big bald guy, finished while strapping on a pair of brass knuckles to his fists and clenching them to show that he was serious about that.

Thorax, understandably terrified, pleaded, "Wait, I'll do anything! Just please don't hurt me!"

"Sorry, kid, but you and your brother better learn to stay out of our turf," Garble answered before he began to steadily approach him with his knife drawn, ready to strike. "...and I know of a perfect way to teach you."

Thorax let out an audible gulp and pressed himself as far back into the wall as he physically could.

"Don't worry, I'm not gonna kill you..." Garble promised with a smirk...before he narrowed his eyes and finished it with, "I'm just gonna hurt you...really... _ _really__...bad."

However, before Garble could take a step closer to his hapless victim, a sling of webbing came down from above and attached itself to his back. Then, barely even a full second later, he was forcefully yanked across the alleyway like a jo-jo and slammed back first into a couple of trash bins with a loud clanking sound...leaving Garble splayed out on the ground, groaning in pain in a pile of newly spilled out garbage.

Fume and Clump were left speechless, and could only stare with their jaws nearly hitting the floor at the mysterious masked person they had to presume was the one responsible.

Of course, it was none other than Rainbow Dash, or rather...Spider-Girl, who had shown up just in the nick of time. While the three punks had kept their attention on Thorax, she had managed to sneak up on them and was now standing between them and Garble with her arms crossed and a glare that somehow translated through the mask.

"You know, boys, there's being a jerk...and there's being a complete psycho," she commented. "And from what I've seen of you guys, all I have to say is: not cool."

"Who the hell are you supposed to be?!" Clump asked, himself not too sure what to make of this strange masked interloper.

She readied herself in a fighter's pose and confidently answered, "I'm Spider-Girl."

"Spider...Girl? PAH-hahahah!" Fume mocked, nearly barreling over from laughter at the sheer ridiculousness of the situation. "What are you trying to be, some kind of superhero wannabe!?"

To pour salt in the wound, Clump added, "Looks more like someone lost their way to the circus to me! Hahahah!"

 _ _'Seriously, guys? That's your A-material?'__ Rainbow thought with a sigh, then with an unseen smirk on her face she decided to play along for a bit. "Yeah, sure. They called me by the way to pick up their two lost monkeys, and now I'll give you two options. One: walk away and leave the kid alone, or two: you make it difficult and I have to throw you both back in your cages."

That reply made both of them stop laughing and look at her angrily.

"So what will it be? Your dignity intact or back to the circus?" she offered, sounding a bit more cocky and fearless than she actually was.

Garble meanwhile had just managed to crawl back to his feet and shook his head to clear his vision a bit. "Huh? What the hell happe-?" then, once he got back to his senses, his mood turned from confusion to rage in an instant and glared down at the Spider-Girl. "You'll pay for that, freak! GET HER!"

Fume and Clump reacted quickly and charged at her without a second thought. Though neither of them were particularly skilled fighters, their weapons were pretty dangerous no matter who wielded them.

Rainbow's spider-sense was her saving grace though, for it warned her in time to duck under the wild swing of Fume's baseball bat, and immediately after that catch Clump's brass knuckled fist in her hand with little effort.

Then, before he had a chance to free himself from her grip, she pulled his arm to the side and grabbed his shoulder with her free hand, and then used enough force to literally throw the bigger-than-average thug right at the much lankier Fume, sending both of them sprawling to the ground.

Any hopes of them getting up from that was immediately dashed when Spider-Girl leapt up on the wall opposite of them and sprayed them shut to the ground with enough webbing to make sure they stayed there.

There was no time to rest for the new hero though, as Garble, the leader of the terrible trio, was now rushing towards her with his knife drawn, looking no happier than one would expect after she had so effortlessly made a fool of him and his cronies.

Luckily for her, Rainbow had a few more tricks up her sleeve, and proceeded to bounce off the wall and into the one on the opposite side of her, if a bit lower down on it than before, and then finishing her move off with a zig-sack style leap at Garble while keeping her fist ready to deliver a nasty punch at his left cheek, knocking him off-balance and leaving a red mark on the side his face in the process.

However, through sheer rage and bloodlust, Garble managed to push past the pain far quicker than Dash thought, and suddenly turned back around and slashed her in her upper arm with a swipe of his knife, sending a sharp jolt of pain throughout the whole limb by doing so.

Seeing an opening to attack, Garble tried to stab her again, but this time she jumped back a metre or so from his attack and quickly web his knife-holding hand stuck to the wall nearest to him...then quickly proceeded to do the same to his other hand before he could use it to free himself.

Now mostly immobile and very humiliated, Garble cursed, "You'll pay for this, bitch! Doesn't matter who you are, here, GARBLE RULES! YOU GET ME! HERE, GARBLE RU-"

Thwip!

...and then Rainbow webbed his mouth shut for good measure, leaving him powerless to do anything to her other than aggressively glaring at her.

"Yeah, yeah, whatever you say..."

She then sighed and took a moment to check the small wound he inflicted on her arm in the fight.

After spraying a small layer of cobweb over the cut to serve as a temporary bandage, she turned her attention to the person she had just saved. "You...eh, Thorax was it? You okay?"

"Well...I guess I am now," he hesitantly answered, now nearly speechless while staring in awe at his unexpected saviour. "I don't know who you are or where you came from, but thank you!"

Rainbow walked up to him and put a reassuring hand on his shoulder. "Don't mention it. It's the least I could do."

"It's just...I never thought that anyone would go out of their way to help someone like me," Thorax sadly noted, thought with a hint of optimism thrown in as well.

"Hey, if I see someone who needs my help, I can't just sit by and do nothing," Spider-Girl assured while taking a step away from him. "Now go on now while I find somewhere to put these jerks."

Thorax nodded with a smile and uttered "I will. Uh, thanks again!" before he dashed off to get as far away from his, currently tied up, attackers as possible.

As she looked at him running away...safe and unharmed thanks to her effort alone...a small proud smile graced her lips under her mask.

 _ _'I guess this is what my powers were meant for. Spike and Fluttershy saw it all along, but I was too dumb to see it myself...until now at least. If I can use these powers to help others not go through the same thing that happened with mom, then that's what I'm gonna do!'__

While she got her powers a few weeks ago, and the suit and web-shooters a bit later than that...it was at __this__ moment that Rainbow Dash truly became...the Awesome Spider-Girl.

* * *

 **Author's Note:**

Hey, finally some action!

Okay, be honest with me, are you bored with these slice of life chapters? I know I am, so don't feel ashamed if you are. And if that's the case, then don't worry, because up next we're finally going to introduce one of my favourite Spider-Man villains and have them fight Rainbow Dash as the Awesome Spider-Girl. Now as for who that might be, I'll let you see when I get to it, but feel free to guess if you think you can figure it out now.

* * *

Speaking of Spider-Man villains, here's my list of favourites to choose from. (and yes, the antagonist of the next chapter is on this list)

 **Honourable mentions:** **Kraven the Hunter (Sergei Kravinoff)** (what can I say? Crazy Russian big game hunter makes a surprisingly good Spider-man villain), **Tombstone (L. Thompson Lincoln)** (for being a great replacement for the Kingpin in the Spectacular Spider-Man show), **Carnage (Cletus Kasady)** (creepy and hilarious, this guy is messed up...though he loses a lot of points for almost never appearing in anything outside of comics), **Mr Negative (Martin Li)** (Just the idea of him is pretty interesting, and he looks awesome in the upcoming Ps4 Spider-Man game) and **Black Cat (Felicia Hardy)** (when she __is__ a villain, at the very least. Not a big fan of her when she's Spidey's girlfriend)

I would also like to give a shout out to **The Kingpin of Crime (Wilson Fisk)** , as I would have put him on this list if he really counted as a Spider-Man villain these days. Sure, he had a big presence in the 90's show, but that wasn't necessarily a good thing considering that the writers felt the need to force him into nearly every episode in that show for some reason. No, the best Kingpin I've seen so far was the brilliantly acted one from the Netflix Daredevil show...but since that version haven't even met Spider-Man doesn't he qualify for this list.

 ** **10: Shocker (Herman Schultz or Jackson 'Montana' Brice )****

Ah yes, the Shocker.

This guy may not be too much of a threat in the grand scheme of things, but I just really like him for who he is. He's pragmatic, has a cool gimmick, and a very memorable appearance...take that last one as you wish.

Other than that, I don't really have much to say about him, so let's just move on.

 ** **9: Rhino (Alex O'Hirn or Aleksei Sytsevich)****

He may not be the smartest guy ever, but you do __not__ want to get in his way.

The Rhino is a complete powerhouse, with a hot temper and a serious lack of concern for anyone he might step on in his quest for money or revenge...but he's also kinda funny at times too.

He was one of the most memorable bad guys in the Spectacular series (which is by far my favourite version of him), and he was pretty entertaining as well in the, what was it, two scenes in 'The Amazing Spider-Man 2'. Yeah, I would have liked to see a sequel to that movie, if for nothing else than it would be to see what else Paul Giamatti could do with the character.

 ** **8: Sandman (Flint Marko)****

LOOK OUT, IT'S A MAN...MADE OUT OF SAND!

Okay, I was not actually entirely sold on this guy's gimmick to tell you the truth. His powers are just so incredibly nonsensical that his existence keeps giving me headaches just thinking of how the hell he is supposed to work!

However, there is one thing about Sandman, or rather...Flint Marko, that really appealed to me: his personality. Unlike a lot of other generically evil comic book villains, he actually has a very clear sympathetic side to him that is very endearing.

That side of him is probably best displayed in the scene where he rises out of the sand for the first time in Spider-Man 3 (a movie with an equal amount of awful and awesome scenes). It was also shown in Spectacular Spider-man when he not only scared off a bunch of bullies who were picking on a little girl, but also when he nearly sacrificed himself to save the crew-members of a ship he accidentally damaged.

While I do enjoy truly despicable villains every now and then, it is nice to have more sympathetic ones as well, and Sandman is one of my favourites in that regard.

 ** **7: Electro (Max Dillon)****

There is no way around it, Electro is awesome! Not only is he likely the most powerful villain in Spidey's rogues gallery (among those I'm familiar with at least), being a force of nature and all, but he's also kinda crazy.

While I will admit the Amazing Spider-Man 2 version of him could have been better written, he was really entertaining as well as intimidating, and good grief were those dubstep-lightning attacks a blast to listen to!

He also had a pretty good version in Spectacular as well...where he was kind of an idiot who accidentally sabotaged himself or his allies more often than not. Oh, and don't call him Max, he doesn't like that. It made for a powerful, yet severely flawed, character who was very entertaining to watch.

 ** **6: Vulture (Adrian Toomes)****

Okay, if I hadn't seen Homecoming, then this character wouldn't even __be__ on this list...but MAN did they do something right when they made that movie!

For the longest time, I always thought old Toomes was one of the most boring villains Spider-Man had, but when they decided to not only give him one of the most awesome and intimidating villain designs ever, but also cast Micheal Keaton to play him, then you're suddenly onto something great.

Out of all the baddies in the Spider-Man movies, the Vulture in Homecoming had by far the most relatable motivations for doing what he was doing, and Keaton did such a fantastic performance that he came off as being both intimidating __and__ sympathetic at the same time.

The only reason he isn't any higher is because most of the other versions of the Vulture I've seen have been...let's say...not really that impressing. Though if this was __only__ for the movie villains, then he would be number one without question.

 ** **5: Lizard (Dr Curt Connors)****

Don't you just hate it when you try to get your arm back only to turn into a rampaging lizard-monster? Well, that's how it was like for Dr Connors.

Now first off, I love reptiles! (as if my Deviantart username 'Reptileman778' didn't give that away), and the lizard from Spider-Man was definitively my favourite back when I was a kid. I saw him in the cartoon, I had a cool toy of him, and for every movie that came out, I wanted him to show up in it. When the Amazing Spider-Man movie was announced though, I was honestly a bit sceptical, but when I saw that the lizard would be in it, I decided to see it anyway...and I freaking loved that movie!

Anyway, what I like about the lizard (other than the fact that he's a lizard, duh) is the clear contrast between the friendly and mild-mannered Dr Connors and his savage reptilian alter ego. This makes him a bit of a tragic figure, as well as a really likeable one.

Basically, it's a bit like Jekyll and Hyde, though with a lot more scales and forked tongues involved.

 ** **4: Venom (Eddie Brock/Symbiote)****

Wait, Venom's just number four!? How could that be? Well, there is a reason for that.

Now I will admit that if written right, Venom could be not only one of the best, but probably __the__ best Spider-Man villain of all time. The problem is...no one ever seems to use the character to his/its potential.

Firstly, I love the whole symbiote story, where the suit made Spider-Man stronger and faster, but at the cost of making him lose his mind to it and turning him more aggressive and selfish, and with the symbiote itself acting like a creepy yandere stalker that just won't leave him alone with its temptations. __However,__ the only time I've seen that story be done somewhat right was in 'Spectacular Spider-Man', while in the original comics version, it's plainly clear that the writers had no idea what they were doing at the time. And in the 90's show they rushed the whole story and crammed it into a __single__ episode, and in Spider-Man 3 we got...Emo Peter...and the less said about that the better.

As for the human element of Venom...well, the truth of the matter is that I really don't get Eddie Brock. Now sure, he has been written well on occasion, especially during his stint as a morally grey anti-hero (which doesn't count in his favour since this is a villains list), but it still annoys me to no end that not a single version I have ever seen of him has had a legitimate reason to hate Spider-Man or Peter Parker that doesn't seem to be incredibly forced or ridiculously petty to the point that his desire to ruin Peter's life makes no sense whatsoever. About the only one that came close in my opinion is from the newest Marvel's Spider-Man series...but that's just what I think.

So in conclusion, a really cool concept, but with a severely flawed execution most of the time. (Hope his movie will be good though)

 ** **3: Mysterio (Quentin Beck)****

Yes, I put Mysterio above Venom, __Mysterio__ above __Venom__! Yes, you read that right. However, I would like to remind you that this is my personal favourites list...and not who I objectively think are the best Spider-Man villains...or the most popular.

And before you say that Mysterio is kinda pathetic, I'll just say that...you're completely right, and that's why I love him so much. Honestly, really competent and overpowered villains like Thanos, Doctor Doom, Ganondorf, Tirek etc have a tendency to bore me from time to time, and that's when I like to watch goofy, pathetic, and over the top bad guys like Doctor Drakken, Starscream and Captain Hook instead.

Also, you got to give props to a guy who goes up against Spider-Man with nothing but a bag of parlour tricks and a couple of illusions. Plus, he's also not really as harmless as he seems at first glance.

When he holds all the cards, he's virtually unstoppable, and has actually managed to kill off the Ultimate universe's Kingpin, driven Daredevil to the brink of insanity through a series of horrific mind games, and in the 'Shattered Dimensions' video game he was close to taking over the multiverse. No really, I'm not making this up.

However, when he doesn't have a plan and have to improvise, then he kinda sucks, and it's always satisfying to see Spidey kick the jolly bubble-head straight in the fish bowl.

Also, I've heard that he's gonna be played by Jake Gyllenhaal in the next MCU Spider-Man movie. That I'm looking forward to!

 ** **2: Doctor Octopus (Dr Otto Octavius)****

To be honest, I didn't really care about this guy at first. I thought he looked silly, and his gimmick didn't seem all that impressive if I'm being frank. Also, that green jumpsuit just looked plain ridiculous (thank goodness they changed that to a trenchcoat in the movie).

However, then I learned more about him, and eventually he really resonated with me. His backstory from the comics is one of the best-written origins I've ever read so far, and brings a lot of humanity to him. At the same time, I also learned that as cool as his arms may be, they are definitively __not__ his greatest weapon. No, his greatest advantage, and the thing that makes him a threat to not only Spider-Man or New York, but to the whole world...is his remarkable mind.

Doc Ock is a genius, and with his brain and inventions he has successfully defeated the freaking Hulk, gotten close to blowing up the entirety of Manhattan, hijacked the global greenhouse effect and had the choice to use it either to stop global warming or wipe out most of life on earth (guess which one he picked), and not to mention was he the first villain to straight up defeat Spider-Man...and later took over his life for a period of time in order to become a 'Superior Spider-Man'...then gave it back to protect the woman he had come to love since then.

I don't know if they brought him back after that in the comics, but according to me, that was a pretty touching ending. It also showed how Doc Ock was as much a victim as the people that suffered under his wrath against a world that just didn't care for him.

Not to mention was he a pretty good villain in both Spider-Man 2 when played by Alfred Molina (probably the best villain from those movies), but also in Spectacular Spider-Man as well. However, my favourite adaptation of him by far has to be the one from the 2017 cartoon, where he pretty much stole the show in the awesome four part 'Rise of Doc Ock' episode arc. What I loved about that version was how it explored Doc's potential to be either a hero or a villain.

Truly a fantastic character all in all, and one I would definitively put at the number one spot if not for how awesome the next bad guy on our list is.

 ** **1: Green Goblin (Norman Osborn)****

Norman Osborn...is a complete and utter bastard, both as the Green Goblin __and__ when he's his normal self. However, he's such an entertaining and menacing bastard that its hard not to love him as a villain.

Out of all of Spider-Man's enemies, I think the Goblin is the one most deserving of the title of archenemy. He has done so many things to Spider-Man and Peter Parker for all the time they've been fighting with each other that he becomes by far the most personal nemesis he has ever had.

Not only did he learn Peter's identity before any of the other bad guys on this list, killed Gwen Stacy, the first time in history a superhero love interest was straight up murdered in a comic book, and is the abusive father of Peter's best friend, but he also started a long legacy...starting with said best friend, Harry, who became the New Goblin, a really awesome and personal villain in his own right. Seriously, that fight at the beginning of 'Spider-Man 3' between him and Peter was probably the best fight scene I've seen so far in a Spider-Man movie, plus Dane Dehaan portrayed him excellently in 'The Amazing Spider-Man 2' (shame he didn't get to play the Goblin more though).

However, his legacy did not end there...for in his absence, the truly magnificent Hobgoblin took over and proved to be one of the most competent and clever enemies among all of Spidey's rogues. Seriously, Roderick Kingsley feels like he wrote the book on how to do pragmatic villainy right.

Oh, and you can't forget about the completely axe-crazy Jack O'Lantern too. This guy makes my love for Halloween seem tame in comparison.

The Goblins and their Halloween-themed arsenal, including the glider and trademark pumpkin bombs will always be around whenever Spider-Man shows up, no matter who it is under the mask. And the excellent performances of William Defoe (Norman in the first movie), Mark Hammil (Hobgoblin in the animated series), James Franco (Harry in the fist trilogy), Dane Dehaan (in the second Amazing movie) and especially Steve Blum (Green Goblin in Spectacular) really make this a memorable and fantastic villain in almost any adaptation.

Now that you have seen my favourite bad guys from both universes, can you guess who will be merged with who in this little Fanfic universe? While the Goblin and Nightmare Moon are confirmed so far, there are a lot more on the way. In fact, pretty much everyone from the main entries from both lists will show up in some capacity before I'm done (though maybe not all honourable mentions).

* * *

 **banana**

mind if i ask why you despise logan, i though it was decent, but does it derseve to be on the list of the best superheroes Movies of all time? HELL TO THE FREAK NO,

 **Well I mostly hate it for being a boring and overly depressing movie where they reduce Charles Xavier, one of my favourite Marvel characters of all time, to a senile old man who is then killed in the most humiliating way possible as a large F-you to his memory...and then it has the gall to make every single X-Men movie in the franchise seem pointless by saying "oh, you know all those characters you used to care about, now they're all dead and the mutants are going extinct anyway. Have fun!" I could go on and on about this. But if I had to say one reason why I really hate Logan, it would be that such a horrifically bad excuse for a movie got so much undeserved praise while many of my favourite movies of all time constantly get ridiculed and insulted makes me very, very angry.**

* * *

 **Guest**

Hey I was thinking have you ever considered doing a crossover with peter parker like in spiderman into the spider verse where he teaches how to become a hero

 **Maybe..? I mean, never say never, but...probably not.**

* * *

 **Veronica Brine**

Please write more and more Flutterdash please!

 **Sure thing, that I can do. FLUTTERDASH FOREVER!**


	20. Rainbow's First Supervillain

**Minisode**

 **Rainbow's First Supervillain**

Swinging high and low from one part of the city to the next...was none other than Canterlot's newest superhero: the Awesome Spider-Girl!

Ever since she saved Thorax from Garble and his little street gang, Rainbow Dash had been all too eager to jump back into the fray and be a hero again. She had decided that she was going to fight crime, save people in need, be a symbol of justice and all that stuff. Probably even save a few cats from trees on the side as well.

She was going to be a superhero.

It would be the least she could do after what happened with Firefly.

The problem was...well, where to start?

After having spent the last three hours aimlessly swinging around town looking for 'hero opportunities', so to speak, Rainbow soon came to realise that just going around looking for crimes to fight wasn't all that easy when it really came down to it.

Even with her spider-sense on full alert for anything suspicious, it didn't seem like all that many people actually committed felonies in broad daylight for her to conveniently swoop in and put an end to.

So now she really had nothing better to do than find a good spot on the roof of a small building to perch down on while trying to come up with a new idea on what to do with herself.

 _'Well...this sucks,'_ Rainbow noted to herself, now sitting on the building's ledge with her legs dangling down below. However, before she got there, she did buy a tomato sandwich on the way...so she could at least eat that while being bored.

After having taken off her mask for the moment, she took a bite of it...then immediately spat it out once the taste hit her.

"EWW! Who checks the expiration date on this thing?!" she complained to no one in particular.

 _'That's great, just great. Three hours swinging around and no crimes, no people in danger, heck, not even a kitten stuck in a tree...and the tomatoes in my sandwich are practically rotten. Man, this superhero thing sure isn't what it cracks up to be.'_

With a sigh, she slumped over a bit and decided, _'I guess I better just go home and try again later or something...'_

Before she had a chance to go ahead and do that though, her spider-sense picked something up, making her hair stand on end and her eyes widening suddenly.

 _'Wait...what's that?'_ she wondered as soon as she picked up the peculiar movements of some kind of unidentified flying object...a 'UFO' if you will.

Having had a vested interest in aerial vehicles for most of her life, Rainbow Dash could immediately tell that the object was too small to be a plane or a helicopter, yet at the same time way too big to be a bird. It also seemed to be flying _between_ the buildings on its way through the city...which was not something that was strictly legal for most aircraft to do.

 _'Hey...that technically is a crime, right?'_ Rainbow realised, brightening up her spirit a bit. _'...just like vigilantism is too, I guess...but whatever. That law is dumb anyway.'_

When the object then passed through an opening between two nearby buildings for a second, she briefly caught a small glimpse of it.

 _'Hey, isn't that one of those glider-thingies they had at CelestiaCorp? And what's up with the wacko flying it? Is there a festival in town nobody told me about or is someone just_ really _excited for Nightmare Night...even though it's not even close to October yet? Well, no use sitting here thinking about it, anyhow!'_

Now with finally something to do, Rainbow slipped on her mask and began to chase after the mysterious flyer.

* * *

Not too far away on one of the streets below, a truck carrying the distinctive insignia of the Storm Tech corporation (basically, CelestiaCorp's greatest competitor in the science and technology development business) was driving through the city, looking to deliver something in its cargo over to one of their facilities in Canterlot.

While CelestiaCorp got the headlines more often than not, Storm Tech was still nothing to underestimate, and had only grown bigger and bigger the last couple of years, thanks in no small part to the ruthlessness and deviousness of its eccentric founder, Rex Storm...who also happened to be the fourth richest man in Canterlot. And while he came pretty much out of nowhere, and hasn't been much of a big deal until recently, his influence was felt far and wide.

His greatest attribute by far however would have to be his eye for talent, as well as his ability to sweet talk people into starting to work for him. By doing so, he easily got many of the best talents in the industry wrapped around his fingers.

Evidently, though...not _all_ people working for him were all that impressive...as the driver of this particular truck could attest to.

He was a vertically challenged and slightly over-weight little man with a white Mohawk who seemed to spend as much time driving as he spent eating doughnuts and listening to Songbird Serenade's latest hit over the radio, even bobbing his head to the slow beat of the music. Probably the only thing that could convince anyone that he was anything resembling a professional would be the fact that he had a Storm Tech employee tag on his shirt with his name, 'Grubber', printed on it.

And despite the immense value of the cargo he was transporting, he didn't really seem all that concerned about anything happening to it, and focused far more on the lyrics of the song he was listening to...even going so far as trying to sing along to it.

"...through the storm...through the clouds...the rain...hmmm, hmmm, hmm, hmm..."

All in all, Grubber was a pretty carefree young man who usually didn't let anything bother him if he could help it. He did his job with a minimum of effort required, but also never complained about doing repetitive or menial tasks. Hell, he barely even knew what his company was doing most of the time.

...Which was probably also why he didn't notice the sharp object flying straight at his truck with alarming speed before it was too late.

The object in this instance just so happened to be a bat-shaped razor-boomerang that hit the truck straight in the tires, slashing the rubber to ribbons in the process.

With Grubber completely unprepared for such a thing happening, he didn't have a chance of making the truck stop in an orderly fashion, and it quickly spun out of control and crashed front first into a closed store on the side of the road.

Miraculously, the little guy survived the crash mostly unscathed, proving that he was a bit tougher than he looked. But even so, he was very much in shock and could only sit where he was while his brain was desperately trying to process what on earth just happened.

When he heard something approach him on his left though, he slowly turned his head to see what it was.

Swooping down from above was none other than the masked homicidal maniac known only as the Nightmare Goblin flying around on her demonic-looking attack glider. A devilish grin forever plastered on her menacing black mask and glowing blue eyes simply oozing of sadism and savagery.

"Hmemhhehehehe-hahahah-HAHA! Didn't see that coming, did you?" she taunted once she had descended enough to look at the slightly trembling Grubber through the now broken door window.

"Wha-what do-do y-you want from me?" he asked, his voice wavering in fear.

"Oh, heheheh, I don't want anything from _you,_ " the Goblin clarified, sounding needlessly condescending while she did so. "What you have in the back however...well, that's something I could kill for... _literally even._ "

She hovered a bit closer and leaned in so she could look him straight in the eye, "I appreciate that you went all this way to deliver my Hearth's Warming gift for me though."

"Um...you're welcome," Grubber stuttered with a very forced smile.

With a face of mock compassion on her expressive mask, she put her hands on her heart and complimented, "Aww...thank you so much! That is so thoughtful! Although..." she then reached under her cloak and pulled out one of her pumpkin-shaped explosive devices. "...it's only fair if I give you a gift too now, don't you think?"

"Ehhh...I'm okay, you don't need to do that!"

"Oh no, I insist! After all, it would be just rude to-"

Thwip!

Her monologue got rather abruptly interrupted however when a sling of webbing latched on to the bomb and quickly yanked it out of her hand.

"You know, lady, with the way you're dressing up, I was thinking more 'Nightmare Night' rather than 'Hearth's Warming'," a voice commented, drawing the Goblin's attention to the, also masked, superhero standing on top of a small building on the other end of the street with one hand heroically on her hip with the other holding onto the pumpkin.

"Though...come to think of it, aren't you a little early for either of those things?" Spider-Girl finished off on.

The Nightmare Goblin honestly did _not_ expect this...at all...and she ended up spending a moment just staring at this rival freak in a mask, contemplating potential weaknesses and even motives. Knowledge truly is power, no matter how you slice it, and right now she knew absolutely _nothing_ about this interloper...which was definitively not acceptable.

"I can say the same about you," Goblin replied, now slowly elevating her glider to Spider-Girl's level, no longer paying the terrified truckdriver any mind. "Seems I'm not the only one in town playing dress-up."

"Yeah, I guess it's a new trend or something," Spider-Girl suggested while juggling around with the bomb a little bit. "Name's Spider-Girl. Superhero extraordinaire and the one who's gonna kick your butt and throw you in a nice cosy jail cell where you belong!"

Nightmare Goblin blinked a few times, simply staring at the so called superhero in bewilderment...then, all of a sudden, she exploded into fits of uncontrollable laughter.

"Hmm-mmahahaha-HAHAHAHAHAHAHAHAHAHAAHAAA-HAHAHAAAAHAAA! You're kidding...you're kidding, right?" she soon asked incredulously, her bemused expression making it perfectly clear that she wasn't taking Spider-Girl very seriously.

In an attempt to keep her dignity, Rainbow took on a martial arts stance...albeit not a too professional one, and responded with a cocky, "You wish I was!"

Now, there were many things Spider-Girl were not considering at this particular moment...that, with the benefit of hindsight...she definitively should have. Firstly, she really had no idea what exactly she was getting herself into by openly antagonising someone as dangerous as the Nightmare Goblin...and secondly, that she was still firmly holding onto an actual explosive with little to no knowledge on what could set it off.

With a smirk, the Goblin said, "Very well, then. Have it your way!" then pressed a button on a small device strapped to her wrist.

Rainbow Dash's spider-sense immediately warned her of the danger posed by the pumpkin bomb as soon as it was pressed. Thinking inhumanly quickly, she threw the bomb straight up into the air just as it received the signal to detonate.

However, even with her superhuman speed and reaction time, she had no hope of getting the bomb far enough away from herself in time to stay clear of the resulting explosion. And while the fiery blast itself didn't hit her, the immense shockwave caused by it certainly did...and with tremendous force at that.

As a result, Spider-Girl was violently launched off the roof she was on and straight onto the hard concrete ground of the street below, hitting it with her spine head on with no chance of bracing herself before impact.

Needless to say, it was anything but a soft landing.

Rainbow's entire body was screaming out in searing pain, making her groan and wriggle in agony. Her vision was blurred and unfocused, and she had completely lost track of what was going on. She tried to get back up, but it was futile. Her arms and legs barely responded to her commands, and her attempts to stand up only led to her falling down on the ground again.

The Nightmare Goblin paid her no mind, and descended down to the ground next to the crashed truck to retrieve what she came for.

With a perfectly aimed plasma bolt out of her gloved finger, she easily blasted the lock to the car's trunk into smithereens, then savagely threw open the back doors with one hand, exposing the truckload inside.

"Ah...there you are," she noted with satisfied glee when she spotted a sealed metal box with the words 'Project Obsidian' printed on it.

While Nightmare reached into the truck to retrieve it, Rainbow Dash was meanwhile starting to eventually get her bearings together enough to make a slightly more successful attempt to get back up. Though she was still hunched over and limping, it was a bit more than what she showed a moment ago.

And when she saw the Goblin pull out the peculiar box out of the truck compartment, her stubborn never-give-up attitude and act-before-you-think mindset kicked in, prompting her to make a near suicidal attempt to stop Nightmare by shooting a sling of webbing at the box and try to pull it out of her hands.

With an irritable growl, the Nightmare Goblin simply grabbed the string with her free hand and used it to harshly pull Spider-Girl towards her in order to knock her back down to the ground with a powerful kick to the gut.

As if she wasn't in enough pain already, Rainbow was now clenching her belly while quivering for air.

"Okay...that was...so not cool..." she moaned deliriously.

Seeing the cocky self-proclaimed superhero like this however gave the Goblin a moment of pause. Despite herself, she couldn't help but take pity on the girl.

With a sigh, she put down the box and bent down to grab Spider-Girl by the throat and lift her up to her own level. The height difference between the two now became obvious as Dash's legs didn't even reach the ground after she was lifted.

Once she had taken a moment to look her fellow costumed circus freak mask to mask, Nightmare curiously asked, "Now be honest with me...Spider-Girl, was it? Do you have a death wish?"

Even with her throat firmly held in a tight choke-hold, Rainbow still managed to breathe out, "No...just...not a fan of bullies..."

"And you thought that dressing up in a mask and picking up a few toys would mean you're suddenly strong enough to take on the world, did you?"

"Heh...seemed to work for you," Spider-Girl snarked against her better judgement.

A flash of anger crossed the Goblin's face, and her grip on Rainbow's neck briefly tightened, "Don't assume you know me, child! I spent twenty long years preparing for this! Twenty years of bottling up my anger...twenty years of meticulous planning...twenty years of vigorous training in both body and mind...twenty years to truly become...the Nightmare Goblin! You may be strong and full of energy...but you have a lot to learn if you can even _think_ of calling yourself my equal!"

She pulled Spider-Girl even closer so that the girl could see deeper into the demonic eyes of the Goblin. "Granted, you seem to have some skill, and an attitude to match, even. But you're also playing with fire. So go on then, be a hero, be whatever childish fantasy you want to be...get in my way again though, and all you'll be... _is a corpse!_ "

And with that said, Nightmare threw Rainbow back on the ground and promised, "That is the only warning you'll ever get from me. I'd heed it if I were you."

Then, without so much as a sideways glance, she picked up the box and got back up on her glider, using it to elevate herself a few metres off the ground.

However, before she left, she idly pulled out another pumpkin bomb from her cloak, activated it with a quick press of a button, and tossed it on the ground next to Spider-Girl and the truck. Only once she had dropped off her little parting gift did she crank the glider's boosters up to maximum and fly away from the crime scene, leaving Spider-Girl to deal with it alone.

After having experienced one of those things exploding in her face once already, Rainbow Dash was in no mood to go through that again, and immediately tried to crawl away from the flashing and beeping pumpkin sitting on the ground just two metres in front of her.

However, due to all the abuse she had just received by the Goblin's hands, she could barely move her own limbs, let alone force them to get her within a safe distance of the approaching blast. At best, she managed to get herself back on her feet, and through the constant pain in her muscles, she slowly but surely limped away from the bomb...but she was not fast enough, and the bomb's beeping only got louder and louder.

Then, when all hope seemed lost...Grubber, the truckdriver, ran up to her side and grabbed her by the arm, then with surprising strength and energy from such a small guy, he dragged her away from the blast range just in time before it exploded.

The two of them ended up close enough to the bomb to get knocked off their feet by the shockwave, but luckily, they also managed to get far enough away from it that it didn't cause either of them any lasting injuries.

With her face now slammed into the hard concrete though, a part of Rainbow was beginning to reconsider the whole super-hero thing a bit.

With a pained groan, Dash rolled over on her back and groggily stared at the pillar of smoke rising up into the sky. The overpowering smell of burning metal and rubber hit her next. Even her spider-sense was a bit wonky, as she got a lot of signals in her head that were only really comparable to static.

However, at the very least she could take comfort in the fact that, as far as she knew, she was still alive.

"Hey, crazy superhero person? You okay?" she heard Grubber ask, his face now coming into her line of sight as he ran over to her side.

"Uhh...just...peachy..." she moaned out in a strained voice.

With a great bit of effort, Rainbow forced her body to sit up straight, then clench a hand over her head to stop another headache from coming on. The ringing in her ears was annoying enough as it was.

Grubber let out a breath he seemed to had been holding. "Good, because for a second there I thought you were dead, but then you were moving and I figure you weren't. You can't blame me though, right? I mean, your costume leaves a lot to the imagination."

He then looked her over a bit. "Hmm...on second thought...actually it doesn't."

It took her a second to realise exactly what he meant by that. As soon as she did though, she pointed at her face and reminded, "My eyes are up here, thanks."

"Oh, uh...sorry," he said with a blush.

The two of them then ended up with nothing better to do than staring at what was left of the truck in awkward silence.

As one might expect was the vehicle little more than a smoking pile of ash and scrap metal by now, the exploding pumpkin having effectively blown it to smithereens, leaving the only part of it or its cargo that was still intact in the hands of a masked terrorist who got away scot-free to terrorise someone else in the future.

 _'First day on the job and I almost died. Great work, Spider-Girl! But seriously, who the hell throws around exploding pumpkins? That's just lame._

 _And seriously, that was totally a cheap shot! If she'd played fair I would kick her ass easily...I think. Guess it's too much to ask that costumed nutcases play by the rules, right? But at least I saved this guy...well, sort of, he kinda saved me come to think of it. No offence to him, but that's just embarrassing.'_

"Man, now I'm in trouble," Grubber said gloomily. "I mean, that Goblin woman got away with a prototype for a project so top secret not even I was told what it was, probably to commit some evil scheme...then we almost died to an exploding pumpkin...and then my truck got blown up, which probably means the boss's gonna fire me..."

Then he gave her a happy smile while holding up a brown paper bag,"...but I saved the donuts! Want some!?"

Dash thought about it for a second...then shrugged and conceded, "Eh...sure, why not?"

* * *

 **Author's Notes**

Well, I did say she would fight one of her villains...I didn't say she was gonna have any luck doing it.

Anyway, enough minisodes, up next we're gonna have a multi-chaptered episode involving another of my favourite Spider-Man villains. And yes, this one is also on my top ten list, so feel free to guess which one.

Also, been spending a lot of time playing through the new Spider-Man game lately (had to borrow my friend's PS4 to do it though), and it's really freaking awesome! If you have a Playstation 4 or can borrow it from someone who has it, you NEED to play this game! Heck, it's probably one of my favourite Spider-Man adaptations to date. Not even kidding about that!


	21. 4) Cold Blood, Part 1

**Episode 4**  
 **Cold Blood, Part 1**  
 **The Catalyst**

Over 300 million years ago in the ancient Carboniferous swamps that once covered the earth...not too long after the first primitive amphibians had managed to haul themselves out of the primeval waters and taken their first steps onto dry land...two of their descendants ended up going in two very different directions.

One of them evolved thicker skin and specialised teeth to survive on land. And in time, the ones descended from it began to grow fur, turned warm-blooded, positioned its legs directly underneath to support itself and eventually evolved into the first mammals...in other words: our ancestors.

The other one however went down a very different path...

For instead of thick skin, it evolved shiny scales over its body, and instead of warm blood, it kept it cold, relying instead on the power of the sun to gain its energy. With legs splayed out to its sides and long slithering tails trailing behind them...these creatures eventually became the reptiles that still crawl and slither in the warm jungles and deserts of the world today.

Ever since then, these two lineages had been kept separated from each other, evolving independently and never mixing between one another.

Now however, for the first time in three million centuries of evolution...that was about to change.

* * *

Anticipation was high in the Bio-Labs on the 48th floor of the CelestiaCorp Tower.

After countless theories, debates, failed experiments and a fair share of hard work...it was finally time to test the effectiveness of the cross-species-genetics formula that Doctor Silk Mane, with, of course, the help of the interns Twilight Sparkle and Sunset Shimmer, had created.

The slightly unstable geneticist was beyond ecstatic at the progress she had made, and wasn't even trying to contain her excitement while she watched the little white three-legged mouse in the glass cage in front of her start to breathe in the gas that she had just released into its enclosure.

"In just a few moments, you will all bare witness the true scope of my intellect and the culmination of decades of work, as I, Doctor Chr-ahem, __Silk Mane__ , have finally unlocked the true potential in genetic research! HAHA!" she dramatically announced...not entirely dissimilar to how a stage magician would present their newest trick. "Now, all we have to do is wait until our little furry friend accepts the newt-DNA and regrows her missing limb."

She even had a small audience around to witness the event. Namely Twilight Sparkle, Sunset Shimmer and Celestia herself, who were all curiously keeping their eyes on the test subject to see its reaction to the experiment.

"And I assume you can guarantee that the mouse won't die or turn into an unstable hybrid this time, Doctor?" Celestia questioned with a hint of scepticism.

Animal tests may be a necessary part of this kind of research, but that didn't mean that Celestia had to like it. In fact, she usually took steps to ensure the company's lab mice and other animals were taken well cared for and she even forbid many needlessly painful or horrific tests on them for this very reason. Dr Mane on the other hand...she had no such concerns, and Celestia was well-aware of this, so she had to take many more steps to reel the doctor in whenever she lost sight of the company's strong moral standards.

Mane scoffed though when she did it this time, even keeping an annoyed tone in her voice as she assured, "Yes, yes, of course I have. What do you all take me for, some kind of mad scientist?!"

"Actually...yeah," Sunset Shimmer snarked cheekily, earning a death glare from the doctor and an elbow in the ribs from Twilight immediately after doing so.

"Ouch...I was just kidding," she then defended...though she did follow it up with a "...kinda," under her breath a moment later.

"So what exactly are we doing differently this time compared to the other experiments?" Twilight asked in a more professional tone.

"Ha, glad you asked," Mane replied with a hint of pride. "This time I have refined the formula to contain a smaller dose of the Catalyst Factor than earlier to prevent unwanted mutations, factored in the decay-rate-algorithm, and changed from inoculation to gas injection. The risk of unwanted side-effects like last week's experiment is pretty much down to zero now. Trust me...this is gonna be spec-tac-ular!"

"I'm pleased to hear that," said Celestia. "However, we both know that side-effects are hard to predict even by the sharpest of minds. I have certainly seen my fair share of experiments go wrong even when being assured there was no chance they would."

"Oh, come now, Celestia, when have I ever failed anything before?" Silk Mane arrogantly boasted.

Interpreting that question a bit too literally though, Twilight gladly answered, "Well, there were all the other mice experiments in this project so far, plus the numerous times you misspelled the words 'symbiosis' and 'metamorphosis' in your weakly reports, or the time you incorrectly classified a scorpion as a member of the insect-"

"SILENCE!" Mane demanded in a sudden snap of rage, her furious eyes locking onto Twilight's face with the intensity of a hissing cobra. "That was a rhetorical question, you mewling grub! And I do not appreciate lip from some second-rate intern who thinks she's smarter than me!"

Twilight visibly shrunk back from the force of Mane's harsh words. "Oh, sorry, doctor...I didn't mean, well..."

"Second-rate!?" Sunset sputtered, taking a few angry steps forward to confront the doctor who dared to insult her best friend to her face. "If it wasn't for Twilight, you wouldn't have gotten close to finishing this project, let alone be here to gloat about it!"

Silk Mane growled and levelled her eyes at Sunset, who stared back with equal intensity. "Yes, rub it in my face why don't you!? This is __my__ project, __not yours!__ Now, don't think for a second you're gonna get any more credit than-"

"Doctor!" Celestia interrupted with enough authority in her voice to make even the prideful Dr Mane shut up and pay attention to her. "You would do well in not insulting my students...especially when it is unwarranted."

"Unwarranted!? Oh puh-lease! I started this whole project long before you sent them to me, and yet all I hear from your mouth is 'great work, Twilight, you're such a good student' or 'Sunset, what a brilliant idea'. Always 'Sunset this', 'Twilight that', but what do I get? Nothing but scowls and reprimands!"

Celestia let out a sigh, "If I have slighted or insulted you in any way, doctor, then I am truly sorry about that. Your contributions have been invaluable to my company, and your dedication to this project is commendable. __However__...we aren't doing this for credit or fame. In the end, it shouldn't matter who's name ends up being stamped on this project."

"And what, prey tell, is it that matters so much to you?"

"What matters is that we all work together to create a better future. Not only for us, but also for our children."

"Oh, I...don't actually have any children." Mane informed, clearly missing the point Celestia was trying to make.

Celestia began to slowly walk over towards the cage in the middle of the room. "About a month ago I met the sweetest little girl you will ever meet. An energetic, chaotic little thing, but with a good heart and great ambitions. Unfortunately, after a horrific accident, she had lost one of her legs, costing her the ability to run like she always wanted to. However, if this experiment bears fruit, then she, as well as many other people just like her can get their hopes and dreams back."

She glanced back at the others, " _ _That__ is what we strive for in this company. Not fame, not money, not recognition, but to help people live the lives they want to live, the lives they deserve to live." Then she looked upon the mouse in the cage and finished her speech, "...and it appears that that future isn't so distant as we once thought," while letting a warm smile cross her face.

Realising the implications of what Celestia had just said, Twilight immediately rushed over to her side to see for herself, and lo and behold, her eyes practically sparkled with excitement when she saw that the once three-legged mouse...was no longer three-legged.

By the wonders of science, the mouse had successfully regrown a fully functional leg without any obvious side-effects...and in only a minute or so at that. Truly, a monumental breakthrough in the advancement of mankind!

Unable to contain her excitement, Twilight squealed,"I can't believe it...IT WORKED!" with her voice reaching a very girlish high pitch as she did so.

"High five!" Sunset offered with a raised hand.

However, Twilight wasn't really on the same page, and instead ran up to her to pull her into a tight hug and then proceeded to jump for joy while repeating "Yes, yes, yes, yes, yes, yes, YES, YES, YEEES!"

Sunset actually had to physically push her away to regain her ability to properly breathe, gasping out the words "Easy there, Tiger..." when she did so.

Awkwardly, Twilight calmed herself down and took a step away from her, blushing a bit while uttering an embarrassed "Sorry."

Celestia giggled a little at the sight, politely holding a hand over her lips while doing so. "Hehehe, you have both done a tremendous job as my students, and I'm very proud of you!"

Dr Mane crossed her arms and spitefully mumbled, "How sentimental..." under her breath.

"And to you too, doctor, of course," Celestia soon added, giving Mane a respectful smile. "I knew you had what it took to-"

However, she was then interrupted by an overly cheery voice signing __"Pink fluffy unicorns dancing on rainbows...pink fluffy unicorns dancing on rainbows..."__ to which she responded with a curious raised eyebrow.

Silk Mane sighed, then reached into a pocket of her lab coat to take out her cellphone, revealing that the annoyingly catchy tune was actually her ringtone.

She was about to simply dismiss the call out of annoyance for interrupting her boss actually giving her a, in her own opinion, well-deserved compliment...but then she saw the caller ID and immediately decided against that. Instead, she looked at Celestia and excused, "Uh...sorry, but I have to take this."

"Oh, that's quite alright. You're excused," Celestia answered politely.

The doctor then quickly stepped out of the lab and into the mostly empty hallway outside, where she made sure to find a quiet corner where no one would likely overhear her.

Only once she was certain that she was indeed alone and in a secure location did she dare answer the call.

"You couldn't even wait another minute before calling me!?" Mane angrily shouted into the phone as soon as she did though, not even bothering with a hello. "I was just about to have my genius verified by Celestia herself!"

A female voice replied on the other end with an annoyed, __"Spare me your ego, doctor. All I want to know is how your little science project is going. How soon can we begin our plan?"__

Mane let out a sinister giggle, "Oh, hehehe, you won't believe it, but today's test yielded a one-hundred percent success! We are definitively ready to move forward with no further delay!"

 _ _"Finally! I was beginning to think you didn't have it in you...and that I may have released the wrong mad doctor from her cage..."__ the voice snarked in a pleased yet spiteful tone.

Silk Mane's mood quickly switched to anger at that remark, "Don't you dare call me that again, or I'll-"

 _ _"Hahahaha! You'll...what exactly? Heheheh..."__ she challenged amusingly, as if daring Mane to finish that sentence.

"I'll...eh, never mind!"

 _ _"Hahahaheheheh...thought so. Now, as for the next part of your plan, I want...an accident."__

Mane took a small break from their conversation to take off her glasses and clean them a bit with the hem of her lab coat, then she put them back on and asked, "Sorry...a what?"

 _ _"An accident. A freak of nature, an unknown variable. I want this project to fail in the most spectacular way possible, and I want Celestia and everyone else to know that she is entirely to blame for it."__

Dr Mane was almost lost for words, "But...but, but I have spent twenty years on this project, it was my greatest masterpiece... _ _and you expect me to throw all that away just because you say so!__ "

 _ _"Hmm? Yes, that about covers it. What, you have a problem with that?"__

"As a matter of fact, I do!" Mane replied, nearly screaming into her phone. "I have my own uses for this project, plans of my own...and I'm not throwing all that away until I've seen it to the end!"

 _ _"I'm so sorry to hear that...because you'll have to do it anyway."__

"Give me one good reason why I should!"

 _ _"Hahahahahehehehehe...how about if I say 'please'? heheheh..."__ the voice mocked. __"...Or maybe I'll tell you that if you don't do it before the week is over, I'll let everyone know exactly who 'Doctor Silk Mane'__ really _ _is. Your choice."__

Then the line went dead...conveniently before Mane could give a response to that.

In a burst of rage, she back-slammed her fist into the nearest wall, creating a loud banging sound in the corridor while leaving a small crack in the concrete in her wake. And for some reason, her eyes seemed to briefly flicker in a faint shade of green when she did so.

"THAT INSUFFERABLE GOBLIN!" she cursed to the empty hallway. "She thinks she can just boss me around like her little flying monkey! The nerve! I'll show her exactly who she's..."

Then...an idea crossed her mind, and her anger soon began to turn to anticipation while a wicked grin began to form on her lips. "...or maybe I can actually get something good out of this...after all, she didn't say __how__ I should sabotage my work..."

* * *

Back in the main lab...

"Heartbeat: check, breathing: check, blood toxicity: check, bone density: check, no side-effects detected. It appears...everybody...that the experiment was a complete success!" Twilight happily noted after having checked a monitor keeping track of the test subject's vitals.

"There you have it, Celestia," Sunset commented, currently leaning against a wall close by with her arms crossed. "Looks like we're off to a good start with changing the history of medicine and all, right?"

Celestia took a peek at the monitor over Twilight's shoulder, her greater than average height making it a very easy thing for her to do. "The great Professor Starswirl tried for years to figure out the secret of cross-species genetics, and he didn't even come close. My best scientists have tried for even longer, and still with no success. But then...you two came along and successfully made it work after less than a month. I haven't had any student with minds quite like yours since Starlight and Sunburst left. I see now why he recommended you two for the internship position in the first place."

A bit confused, Twilight asked, "Uh...who recommended us when?"

"Sunburst, of course," Celestia replied. "He is a teacher at your school, is he not?"

"Of course! His lessons on theoretical astrophysics are simply the best!"

Celestia pulled up an office chair nearby and gently sat down on it. "Well, what I may have forgotten to mention was that he was also the one who invited me to Canterlot High in the first place. The science fair you both participated in doubled as an acceptance test of sorts to see if you were indeed as clever as he said you were. And now, I have no doubts that you are both just the kind of students I was looking for."

"That's a bit sneaky if you ask me," Sunset noted, though her tone didn't actually show any hint of anger or offence. In fact, she almost sounded a bit impressed.

"I do have my ways," she replied with a mischievous smirk, even leaning back in her chair and crossing her legs while doing so.

"So does this mean we get to study with Doctor Glimmer soon?!" Twilight beamed. "I mean, she was your student too, and her work on robotics is something else! Not to mention-"

"Actually..." Celestia interrupted with a raised finger for emphasis. "...I'm afraid Starlight doesn't take interns...and she is very adamant about that."

"So was Doctor Mane, and she took us on," Sunset pointed out.

"The difference there was that, believe it or not, Silk actually _ _requested__ help with this project. Though she was reluctant to admit it, she told me that she had hit a roadblock, and I helped her in the best way I knew how."

"So what's up with Glimmer then? She too good for us or something?"

Celestia sighed, then sat up straight and laid her hands in her lap. "I wouldn't exactly put it that way, but she values her privacy and prefers to work alone whenever she can. She tells me it's to help her think without...distractions...and according to her, other people...count as distractions."

There was a slight hint of regret in Celestia's voice when she finished that sentence though, and it was only enforced by the sad look on her face she briefly showed after she said it.

Despite not being the best at reading social cues, Twilight did take notice of her mentor's small change in demeanour. "Celestia? Is something wrong?"

She remained silent for a moment, then let out another sigh. "It's just...I'm worried about her. Ever since she started working here, she hasn't ever made an attempt to socialise with anyone else, not even the people she works with on a daily basis. She sits alone when on her lunch breaks, spends most of her time in her lab, and she doesn't even apply for leave on the holidays. Lately I've seen her go days without going home or even removing her chest harness..."

"And by 'chest harness' I'm assuming you mean the four robot arms coming out of her back, right?" Sunset asked for clarification.

"Um, yes, Sunset," Celestia awkwardly replied. "That is one way of describing them. And while they are efficient tools in her line of work, lately she has been wearing them a lot more than I would consider to be healthy for her." With a hint of aggravation in her tone, she finished her piece with, "...which I also assume is the reason why so many of my staff have decided call her 'Doctor Octopus' behind her back."

"I never called her that!" Twilight assured, though a bit louder and a bit more nervously than was strictly called for.

"Sure you didn't," Sunset snarked.

Twilight responded to that by giving her an angry shush.

"It's quite alright," Celestia quickly assured. "I do understand my employees' frustrations with her, even if I don't approve of something as childish as name calling. I have, on occasion, encouraged her to seek out people to socialise with, but...she's made it pretty clear she just isn't interested in making friends."

"That's pretty bad," Sunset realised, doing her best to sound sympathetic. "Any idea why she's acting like that? Because to me, it kinda sounds like there's more to it than just not wanting to get distracted."

"It's...a bit of a long story, but-

Before Celestia could continue, a familiar voice interrupted her over the building's intercom. __"Celestia, this is Doctor Glimmer. Would you mind coming over to the tech-labs? I have a few ideas for the Arc Reactor and need to discuss a few things over with you."__

"Speak of the devil, I guess," Shimmer remarked.

Celestia got up from her seat and took in a deep breath...then flashed her pupils a bright smile. "Well, students, it appears I'm needed elsewhere! Congratulations again on your work! In fact, why don't you both take the rest of the day off? You've more than earned it."

"Sure thing, Celestia!" Twilight replied. "And good luck with whatever Starlight wants from you!"

Celestia gave her a compassionate grin, then turned around and left the room.

* * *

If there was one place in CelestiaCorp's Bio-Labs where there were next to no witnesses that could implicate you for doing something fishy, then it was the Cold Storage...which, as the name suggested, was a fairly large storage room that was always cooled down to just below the point of freezing, and where a multitude of biological specimens were safely kept for later use. And, as very few people liked to work in a sub-zero environment most of the time, people rarely went in here unless the visit was rather brief.

Perfect for the first step in Dr Silk Mane's plan.

Now, if only she could find what she was looking for in here before freezing to death, then it probably would be even more perfect.

Unfortunately for her, she had been so excited, not to mention impatient, about getting her brand new plan into action...that she didn't even bother putting on something warmer than her lab coat before she walked into the cold (and also slightly dimly lit) storage room. Which, in hindsight, might not have been the best idea she'd ever had.

The second she stepped foot inside, the cold air hit her like a brick wall, and she immediately wrapped her arms around herself to preserve her precious body heat.

"Gah! What is this place built for? Polar bears?!" she complained shortly after.

Now while most people usually kept their inner monologues silent and...well...on the __inside__ , Dr Silk Mane was __not__ most people. No, she knew that the key to brilliance lay in speaking your thoughts out loud as much as possible...as long as no one could actually hear you that is.

Hey, it seemed to work for her, so don't judge.

"Well, never mind that, for as soon as I find what I'm looking for, I'll let everyone know exactly who the true genius in this place is!" she promised in a voice that simply oozed of pride and arrogance...until she grumbled "...provided my hair doesn't freeze off first!"

There were rows upon rows of shelves filled to the brim with all kinds of biological specimens in the Cold Storage Room, though thankfully, everything was neatly organised, and Mane knew exactly what she was looking for.

And as she went through the numbers looking for the one she was after, she continued her monologue with gusto.

"For too long it's always been that little 'Doctor Octopus' who's made all the big achievements around here...but not today! She may know how to make an awkward-looking metal replacement for a leg, but __I__ know how to make it grow back as if it was never lost in the first place! Hahahaha! But of course those insufferable interns are the ones who will get the credit no matter how much that two-faced bitch Celestia says otherwise!"

She even spat on the floor at the mere mention of that name.

"Oh, and that Goblin freak as well. She thinks she can just boss me around like her little errand girl just because she broke me out of prison and set me up here. She didn't even say thank you after I risked my whole cover just to smuggle those stupid weapons out for her! Arghh! I'll show her, I'll show Celestia, and I'll especially show those two little grubs just what happens when you take me for granted!"

After she finished her little rant, her eyes then lit up in excitement when she spotted what she was after.

"...And it seems I don't have far to look, do I?"

She picked up a vial from one of the shelves and played around with it a bit in one of her delicate hands, smiling wickedly as she did so. "Sphenodon punctatus, New Zealand's hidden treasure. The fastest evolving genes I have ever encountered. Such a pity the species is nearly extinct. They are always so fascinating to dissect, hehehe..."

She looked around a bit more. "Hmmm...but I need something else, something more stable but in the same taxonomic kingdom. How about...AHAH!" she picked up another vial. "Eublepharis macularius! Freshest sample here, given their popularity as house pets. Come to think of it, didn't Shimmer own one of these? Eh, whatever. Still...useful, but not fearsome enough for the kind of spectacle I had in mind."

Her smile then turned into one of pure unfiltered sadistic evil when she saw yet another promising vial of sampled DNA. "Mhahahahahahaha...Varanus komodoensis. Huge, aggressive, venomous and an insatiable man-eating carnivore...and even confirmed cannibal. Yes, this will do nicely...very nicely indeed..."

She held up all three vials in one of her hands and licked her lips in anticipation as she stared at them, her mind conjuring up all kinds of nefarious uses for them while she did so.

"With all three DNA samples combined with an intentional overdose of the Catalyst Factor and injected into that of a living human, I'll have a perfect monster to do my bidding! And that's only the beginning. Just imagine what a whole army of hybrids could do for me...ooooooooh, the very thought makes me feel like a schoolgirl again, Hihihi!"

Then, a cold shiver running through her body soon reminded her of where she currently was. "Brrrr! Stupid cold! Now as for who will have the first taste of my little gift...well, the answer to that is obvious now, isn't it? heehe!"

* * *

When it came to people Dr Silk Mane didn't like...well, it would probably be easier to name the extremely few people she actually did like...or tolerated for that manner. However, if there were any people who ignited that very special spark of hatred in her heart, then it would be none other than Twilight Sparkle and Sunset Shimmer...all because they had repeatedly proven themselves to be smarter than she was.

Mane hated to rely on them to complete her research, she hated to act friendly and respectful to them...and she __absolutely loathed__ that they had to be given the credit for finishing the project that she had been wanting to complete for nearly 20 years now.

So who else would be more suited to play the unfortunate victims of her dastardly plan than one of them? Answer: no one! And that was why she was running to catch up to the two teenagers before they could leave the lobby.

Fortunately for her, the two of them weren't in much of a hurry to leave and even seemed to be in the midst of a particularly interesting conversation by the time the doctor reached them.

"...one good thing about dating Trixie though was that you never had a dull moment when it came to dates," Sunset recounted as they walked, while Twilight gave her friend her full attention. "I mean, with Flash, it was all about catching all these rock concerts or go on romantic bike rides. Trixie on the other hand...well, she saw pretty much everything as a challenge and constantly tried to make every date more...let's call it 'interesting'...than the last one."

"So...would you say that it was a very...eventful relationship?" Twilight asked.

"HA! That's putting it mildly! She took me to Las Pegasus on our second date! The first one was to a Chinese circus, and later we went hang-gliding, road trips, private magic shows, and that's all without mentioning the time we went scuba diving with sharks. With Trixie, you never really knew what she could come up with next. She was always so... _ _mysterious__."

"How on earth could you possibly afford all those things?"

"Weeeee...kinda didn't most of the time," Sunset admitted with a small blush and a slightly nervous grin. "You wouldn't believe how many times we got-"

"Miss Sparkle!" Silk Mane's voice called, interrupting Sunset's story before she could finish it.

Both of them stopped in their tracks and turned around to see what she wanted, and were quite surprised to see their, usually extremely arrogant, co-worker approach them with a friendly smile. Although, some might consider it to be a bit too friendly to be genuine...which it definitively was by the way.

"Doctor Mane? What is it?" Twilight inquired.

"I...eh, I just wanted to apologise for my earlier attitude towards you," Mane lied...though well enough to at least make Twilight think she meant it. "I thought about it for a moment, and soon came to realise I wasn't being fair to you."

Twilight's response came in the form of an awkward, "Okay...um, it's fine, you didn't have to-"

"Look," Silk started, running a hand through her long blue hair as she internally had to quench her pride for what she was about to say next. "The truth is...I wouldn't have finished the project without your help, so..."

She quickly reached under her lab coat, took out a small box and held it out for her, "...I brought you this as an apology gift! Pretty nice, huh!?"

Twilight took a moment to adjust her glasses and inspect the strange little box the doctor offered her. It was just small enough to fit in the palm of her hand and was rather sloppily gift-wrapped in pink present paper with a clashing garishly green ribbon messily tied to it. All in all, she could quite easily deduce that it was wrapped up in a hurry.

"Oh...well...uhmm...thanks, I guess," Twilight muttered while she hesitantly took the strange gift out of Mane's hands. "I will...definitively open it...later."

"Good!" Mane affirmed, still giving her an uncomfortably wide grin. "Just, uh...don't wait too long! You'll see why when you open it."

"Hang on," Sunset interrupted, sounding very unconvinced. "What's with the sudden change of heart? And how could you possibly just __have__ that thing ready at a moment's notice?"

The doctor's smile wavered for a split second before she forced herself to keep up her pleasant demeanour. "I...just needed some time alone to think about it, of course! As for the gift...well, that was actually something I had planned in advance to thank you both for your hard work!"

Sunset crossed her arms, "...Then where's mine?"

"Well aren't we being greedy today, Shimmer?" Mane cheekily asked, dodging the question entirely. "Anyway, I have a lot of work to do so...have a nice day and enjoy the gift!"

Before Sunset could get another word in, Dr Mane just turned around and left, practically jogging over to the elevator, almost as if she was in a hurry. To say that she was acting a bit suspicious wouldn't do it justice.

"Well...that was interesting, alright," Shimmer commented.

Twilight was bit too busy inspecting the shoddily-wrapped up gift Mane gave her to respond to that though. After all, it wasn't every day someone just __gave__ her packaged gifts out of the blue like that...especially since it wasn't even close to her birthday or Hearth's Warming.

When she made a move to open it however, Sunset cringed a little and warned, "You know, you probably shouldn't open that."

"Huh? Why not?" Twilight asked after briefly taking her eyes off the box.

"Doctor Mane was acting __weird__...I mean, weirder than usual. I don't know, maybe I'm just a bit paranoid, but something's telling me that you don't __want__ to know what she put in that box. Call it a gut feeling."

"But we're never gonna find out unless we open it," Twilight pointed out while giving the package a small shake, hearing that something reasonably heavy rolled around inside it.

"I guess..." Shimmer muttered sceptically.

"Hey, at worst it's probably just a prank or something," Twilight reasoned. "Goodness knows I'm used to that after having been friends with Rainbow Dash and Pinkie Pie so long. You won't believe what those two get up to when they're on a pranking spree!"

Sunset let out a chuckle, "Hehe, oh I think I have a pretty good idea. Just...even if it _ _is__ just a prank, you got to tell me if it's a cruel one, okay?"

"Oh, of course," Twilight assured with a smile...that soon after turned a bit mischievous, "...and then you and I are gonna think of the perfect way to prank her back!"

Sunset pointed a pair of finger guns at her and clicked her tongue, "Right with you, Tiger!"

* * *

Later that evening...

As it turned out, Twilight didn't actually bothered to open the mysterious present by the time she got home, and instead just placed it on the living room table while she began to make some tea for the evening instead.

Tea always did have an uncanny ability to calm her down whenever she was feeling overly stressed, and with all the things that had been going on with her lately, she really did need a good stress reliever.

And as she filled the kettle with water and turned the stove on, Twilight let her mind wander through all the things that had been bothering her lately.

 _ _'It's been little more than a week, but I still can't get that image out of my head. I know I didn't know Firefly all that well, but it still didn't feel right to see her bleed out right in front of me. What was it? Two, no, three times I threw up that day. Uggh...I should have just looked away or something. It's good to know Rainbow Dash seem to be doing better at least, but it still can't be easy for her. I mean, if it had been Velvet who got shot, then...well, actually, I don't want to think about that. And with the project deadline coming up directly after and Doctor Mane being her usual self on top of that...it's certainly not been doing any favours for my stress levels.'__

Another thought then made a dreamy look cross her face, and she let herself smile despite all the stress she had yet to get out of her system.

 _ _'Thank goodness for Sunset Shimmer though. If it wasn't for her, I don't know if I'd be able to make it through all this. She's just so...nice, and friendly and cool and gorgeous, and...well, she's perfect. And she's been nothing but supportive to me ever since this whole mess started. I mean, standing up to Mane just to defend my honour, I don't know if I'd ever had a friend quite like her.'__

As she poured the water she'd just heated into a cup and inserted a teabag, she let out a happy sigh.

 _ _'Though of course would it be even better if we could be something even__ more _ _than friends...'__ A blush started to lightly paint her cheeks when her thoughts started to carry on from there.

 _ _'...just imagine me and her going on all those crazy adventures she used to go with Trixie, or what if we could spend a romantic moment in the lab. Just us...working alone on trying to save the world together. Or maybe she could just come over here and we could kiss...maybe make out...or...maybe we could go even furthe-'__

Her increasingly intimate thoughts then got rapidly interrupted when she heard Spike's voice ask, "Hey, Twilight, what's up with the wrapped present in the living room?!"

A bit flustered, Twilight made a quick effort to collect herself and ask, "What do you mean?! What present?"

Spike walked into the kitchen holding the little package in his hand while eyeing it curiously. "Uhh...this thing. I found it on the table, and I'm pretty sure it wasn't there this morning."

Somehow, Twilight had actually forgotten all about that gift already, and it only came back to her after he brought it up. "Oh that? A doctor I'm working with at the CelestiaCorp internship gave it to me as a thank you gift."

"And you haven't opened it yet?" Spike questioned in disbelief.

"I guess I never got around to it. Sunset thought it might be a prank or something though...so I don't know if I __should__ open it."

Spike put an ear to the box and gave it a small shake. "Well...there __is__ something inside it at least. Sure you don't wanna find out what?"

"Well...I guess I am a bit curious," she admitted against her better judgement.

A burst of excitement flashed through Spike's eyes.

"Then what are we waiting for?!" he asked before he immediately started to tear right through the shoddily-wrapped gift paper and uncovered a small cardboard box with a lid on inside.

Right then and there, Twilight got something of a bad omen about this whole thing. She couldn't tell exactly what it was, but something in her gut told her that this wasn't going to end well. Acting quickly, she shouted "Spike, wait!"

However, that warning ultimately came a bit too late...for by the time Spike could process what she just said, he had already taken the lid off and exposed the box's mysterious contents to the outside world.

As it turned out were the contents in question a strange mechanical canister of some kind, that, when the box it was held in opened, promptly sprayed a small cloud of green gas right into Spike's unsuspecting face.

The smell hit him first.

If you would have asked Spike what the worst smell he'd ever encountered was before this incident, then he would probably need some time to think of a proper answer...but now he knew that whatever that was, it would not even come close to the horrific odour he was subjected to after he opened the present.

In a panic, he dropped the box on the floor and tried to cover up his mouth and nose with his hands in a futile attempt to get rid of the smell.

It was so horrible that it left him in a bit of a coughing fit afterwards while his eyes even started to turn bloodshot.

Out of concern for his safety, Twilight got over to his side in seconds while rapidly asking, "SPIKE! Are you okay!? Does it hurt?! Can you breathe!? Do I need to get the first aid kit?! Or a doctor?! Or an ambulance!? Please tell me!" even going so far as to hysterically shake him by the end of it.

After the poor boy finally managed to clear his throat and regain the ability to speak properly, he was quick to assure, "I'm fine! I'm fine...just...have to get rid of the smell."

"Oh thank goodness!" Twilight exclaimed, sounding relieved. She then took the cup she filled with tea earlier and quickly handed it over to him. "Here, take this!"

Without hesitation, Spike took a hearty gulp of it, then snarked, "Wow, that smell was so bad it even made Earl Gray taste good!"

"Hey, that's my favourite tea!" Twilight objected, allowing a moment of levity to break the tension for a second.

"...And I'm complimenting it...well, kinda."

Still a bit concerned, she asked again, "But really, are you one-hundred-percent okay?"

Spike, as carefree as he ever was, shrugged it off, "Relax, sis, I'm fine. That wasn't even my first stink bomb encounter...though definitively the worst."

"I guess it __was__ a prank then after all..." Twilight surmised with a sigh. __'Note to self: never accept gifts from Silk Mane ever again.'__

"Seems so," Spike agreed, taking another sip of the tea to get rid of the smell. "Good thing it wasn't anything worse though."

* * *

 **Author's Notes**

Spoiler alert: it was.

"Sphenodon punctatus, Eublepharis macularius and Varanus komodoensis" Now if anyone can guess correctly what species those three specimens Dr Mane took belonged to, then whoever that is definitively deserve a prize of some kind.

Not that I have any prizes to give, but still.


End file.
